DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ |
Preliminary Proxy Statement |
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x |
Definitive Proxy Statement |
¨ |
Definitive Additional Materials |
¨ |
Soliciting Material Pursuant to §240.14a-12 |
GATX CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
|
|
|
|
|
|
x |
|
No fee required. |
|
|
¨ |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
|
|
|
|
|
(1) |
|
Title of each class of securities to which transaction applies:
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies:
|
|
|
(3) |
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
|
|
|
(4) |
|
Proposed maximum aggregate value of transaction:
|
|
|
(5) |
|
Total fee paid: |
|
|
|
|
|
|
|
|
|
|
¨ |
|
Fee paid previously with preliminary materials. |
|
|
¨ |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
|
|
|
|
(1) |
|
Amount Previously Paid:
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.:
|
|
|
(3) |
|
Filing Party:
|
|
|
(4) |
|
Date Filed:
|
March 14, 2014
Dear GATX Shareholder:
You are invited to attend our 2014 Annual
Meeting of Shareholders on Friday, April 25, 2014, at 9:00 a.m., Central Time, at The Northern Trust Company, 50 South LaSalle Street, Sixth Floor Assembly Room, Chicago, Illinois. You can find a map showing the location of the
meeting at the end of the attached Proxy Statement. Registration will begin at 8:30 a.m. and refreshments will be served.
The attached Proxy
Statement describes the business to be conducted at the meeting and contains other information concerning GATX Corporation that you should be aware of when you vote your shares. The principal business of the meeting will be to (1) elect
directors, (2) ratify the appointment of our independent registered public accounting firm for the current year and (3) adopt a shareholder advisory resolution to approve our executive compensation. We also plan to report on our financial
and operating results and current outlook.
Your vote is very important. Whether or not you plan to attend in person, please ensure that your shares are
represented at the meeting by promptly voting and submitting your proxy by Internet, by telephone or by signing, dating and returning your Proxy Card in the enclosed envelope.
On behalf of the Board of Directors and management, I would like to thank you for your continued support of GATX. We hope you will be able to attend the meeting and look forward to seeing you there.
Very truly yours,
Chairman of the Board,
President and Chief Executive Officer
GATX Corporation | 222 West Adams
Street | Chicago, IL 60606
Telephone 312.621.6200
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting
to be held on April 25, 2014.
The Companys Proxy Statement for the 2014 Annual Meeting of Shareholders, the Annual Report to
Shareholders for the year ended December 31, 2013, and the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2013, are available at: www.envisionreports.com/GMT.
Table of Contents
|
|
Notice of Annual Meeting of Shareholders |
April 25, 2014
9:00 a.m. CDT
The Northern Trust Company, 50 South LaSalle Street, Sixth Floor Assembly Room,
Chicago, Illinois
March 14, 2014
Dear GATX
Shareholder:
The 2014 Annual Meeting of Shareholders of GATX Corporation (the Company) will be held at The Northern
Trust Company, 50 South LaSalle Street, Sixth Floor Assembly Room, Chicago, Illinois, on Friday, April 25, 2014, at 9:00 a.m., Central Time, for the following purposes:
1. |
The election to the Companys Board of Directors of the eight director nominees named in the attached Proxy Statement. |
The Board of Directors recommends that you vote FOR each of the director nominees.
2. |
The ratification of the Audit Committees appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for 2014.
|
The Board of Directors recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP.
3. |
The adoption of an advisory resolution to approve the compensation of our named executive officers. |
The Board of Directors recommends that you vote FOR adoption of the advisory resolution on the Companys executive compensation.
4. |
Any other business that may properly come before the meeting. |
Holders of the Companys common stock of record at the close of business on February 28, 2014, will be entitled to vote at the meeting. Whether or not you
plan to attend the meeting in person, please vote, sign, date and promptly return the enclosed proxy. Alternatively, you may vote by telephone or Internet by following the instructions in the enclosed proxy.
By Order of the Board of Directors,
Executive Vice President,
General Counsel and Corporate Secretary
GATX Corporation | 222 West Adams
Street | Chicago, IL 60606
Telephone 312.621.6200
PROXY STATEMENT
ABOUT THE MEETING
The Board of Directors of GATX Corporation (GATX, the Company,
we, us or our) is soliciting proxies for use at the Annual Meeting of Shareholders to be held on Friday,
April 25, 2014 (the Annual Meeting). This Proxy Statement and accompanying Proxy Card are being mailed to shareholders on or about March 14, 2014.
Who may vote at the Annual Meeting?
Only holders of shares of our common stock as of the close of business on February 28, 2014 (the Record
Date) will be entitled to vote at the Annual Meeting. On that day, approximately 46,038,587 shares of common stock were
issued and outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the Annual Meeting.
Who can attend the Annual Meeting?
Only holders of our common stock as of the Record Date, or their duly appointed proxies, will be entitled to attend
the Annual Meeting. If you hold your shares through a broker, bank or other nominee, you will not be admitted to the Annual
Meeting unless you bring a copy of a statement (such as a brokerage statement) from your nominee reflecting your stock ownership as of the Record Date.
How do I vote?
Shareholder of Record. If your shares are registered directly in your name with our transfer
agent, Computershare Investor Services, then you are considered the shareholder of record with respect to those shares. You can vote (1) by Internet or telephone by following the instructions on the Proxy Card, (2) signing,
dating and returning the Proxy Card, or (3) attending the Annual Meeting and voting in person.
Beneficial Owner of Shares Held in Street
Name. If you hold your shares through a broker, bank or other nominee, then the
nominee holding your shares is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that nominee on how to vote
the shares held in your account. Your nominee will provide you with instructions on how to vote your shares, including any available telephone or Internet voting options. If you hold your shares through a broker, bank or other nominee and would like
to vote in person at the Annual Meeting, you must first obtain a legal proxy issued in your name from the nominee that holds your shares.
What does it mean to vote by proxy?
It means that you give someone else the right to vote your shares in accordance with your instructions. In this case,
we are asking you to give your proxy to each of our Chief Executive
Officer, Chief Financial Officer and General Counsel (the Proxyholders). In this way, you ensure that your vote will be counted even if you are unable to attend the Annual
Meeting.
What happens if I do not give specific
voting instructions?
Shareholder of Record. If you are a shareholder of record and you indicate when voting by Internet
or telephone that you wish to vote as recommended by the Board of Directors (the Board), or you sign and return a Proxy Card without giving specific voting instructions, the Proxyholders will vote your shares (1) FOR the
election of the Boards nominees for
director; (2) FOR the ratification of the Audit Committees appointment of Ernst & Young LLP as our independent registered public accounting firm for 2014; and (3) FOR the
adoption of the shareholder advisory resolution to approve the Companys executive compensation.
|
|
|
1 |
|
GATX CORPORATION - 2014 Proxy Statement |
ABOUT THE ANNUAL MEETING
Beneficial Owner of Shares Held in Street Name. If you hold your shares through a bank,
broker or other nominee and you do not provide that nominee with specific voting instructions, under the rules of various national and regional securities exchanges, the nominee that holds your shares may generally vote on routine
matters but cannot vote on non-routine matters. If your nominee does not receive instructions from you on how to vote your shares on a non-routine matter at least ten days before the Annual Meeting, that organization will inform the
inspector of election that it does not have the authority to vote your shares on that matter. This is generally referred to as a broker non-vote.
Ratification of the Audit Committees appointment of Ernst & Young LLP as our independent registered
public accounting firm for 2014 (Proposal No. 2) is considered a routine matter. A bank, broker or other nominee may generally vote on routine matters, and therefore, no broker non-votes are expected to occur in connection
with Proposal No. 2. The election of directors (Proposal No. 1) and the advisory vote on executive compensation (Proposal No. 3) are considered non-routine matters. A bank, broker or other nominee
cannot vote on those matters without instructions from the beneficial owner of the shares, and therefore, broker non-votes may occur on Proposals 1 and 3.
How are the votes counted?
Our transfer agent, Computershare Investor Services, will serve as tabulator and will count the votes. You may vote
FOR, AGAINST or ABSTAIN with respect to each director nominee and each other item of business. If you abstain from voting on any director nominee or item, your abstention will not have an
effect on the outcome of the vote. In tabulating the voting results, only FOR and AGAINST votes are counted. Broker non-votes and abstentions are counted for purposes of determining whether a
quorum is present.
Can I change my mind after I have voted?
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. If you vote
by Internet or by telephone only your latest Internet or telephone proxy that is timely submitted prior to the meeting will be counted. If you vote by signing and returning a Proxy Card, you may change your vote by completing a new Proxy Card with a
later date. You may also revoke your proxy and change your
vote by attending the meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or
specifically request that your prior proxy be revoked by delivering written notice to the Companys Corporate Secretary at 222 West Adams Street, Chicago, Illinois 60606.
What happens if other matters come up at the
Annual Meeting?
If any matters other than those referred to in the Notice of Annual Meeting properly come before the meeting, the
Proxyholders will have the discretion to vote the proxies held by
them in accordance with their best judgment. However, we have not received timely and proper notice from any shareholder of any other matter to be presented at the meeting.
What constitutes a quorum?
The Annual Meeting will be held only if a quorum is present. A quorum will be present if a majority of the
46,038,587 shares of our common stock issued and outstanding on the Record Date
are represented, in person or by proxy, at the Annual Meeting. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.
How is it determined whether a matter has
been approved?
Assuming a quorum is present, each director nominee will be elected by a majority of votes cast with respect to his
or her election. A majority of votes cast means that the number of votes cast FOR the election of a director nominee exceeds the number of votes cast AGAINST such director nominees election. The Boards existing policy regarding
resignations by directors who fail to receive a majority vote will apply to any
director nominee who does not receive a majority of FOR votes at the Annual Meeting.
Approval of
each other proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on that proposal at the Annual Meeting.
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
2 |
ABOUT THE ANNUAL MEETING
What shares are covered by the Proxy Card?
Shareholders Who Are Not Current or Former GATX Employees. If you are not a current or former
employee of GATX, the standard Proxy Card covers all shares held by you of record.
Current or Former GATX Employees. If you are a
current or former employee of GATX and you have shares in the GATX Stock Fund as a result of your participation in the GATX salaried or hourly 401(k) plans (collectively, the 401(k) Plans), you will receive a separate Proxy Card
for any shares you hold in those plans (your Plan Shares). This separate Proxy Card will cover all of your Plan Shares. Subject to applicable law, the trustee of the 401(k) Plans will vote your Plan Shares in accordance with the
voting instructions you provide by
completing and returning the Proxy Card for your Plan Shares or by voting your Plan Shares by Internet or by telephone. If you do not instruct the trustee how to vote, the trustee will vote your
Plan Shares in the same proportion as those Plan Shares for which the trustee receives timely voting instructions from other shareholder participants in the 401(k) Plans. To allow sufficient time for the trustee to vote your Plan Shares in
accordance with your direction, your voting instructions must be received by the trustee no later than April 21, 2014. Please note that the Proxy Card covering your Plan Shares does not cover any other GATX shares held by you outside of the
401(k) Plans, and you will need to provide separate voting instructions for your non-Plan Shares as described above.
Who pays to prepare, mail and solicit the
proxies?
GATX pays all the costs of preparing, mailing and soliciting proxies. We ask brokers, banks, voting trustees and
other nominees to forward proxy materials to the beneficial owners and to obtain authority to execute proxies, and we generally reimburse these brokers, banks, voting trustees and other nominees for their expenses upon request.
We have retained AST Phoenix Advisors to aid in the solicitation of proxies by mail, telephone, facsimile, e-mail and
personal solicitation. For these services, we will pay AST Phoenix Advisors a fee of $8,500 plus expenses. In addition, certain directors, officers or employees of the Company, who will receive no extra compensation for their services, may solicit
proxies by telephone, facsimile, e-mail or personal contact.
Where can I find the voting results of the
Annual Meeting?
We will publish final voting results in a Current Report on
Form 8-K to be filed with the Securities and Exchange Commission within four business days after the Annual Meeting.
|
|
|
3 |
|
GATX CORPORATION - 2014 Proxy Statement |
PROPOSAL 1: ELECTION OF DIRECTORS
Our Board is currently composed of eight directors. All eight directors are standing for re-election for a term of
one year, to serve until the 2015 Annual Meeting of Shareholders or until their successors are elected and qualified. All of the director nominees named below have consented to serve on the Board,
if elected. At the time of the Annual Meeting, if any director nominee is unable or declines to serve, the proxies may be voted for any other person who may be nominated by the Board to fill the
vacancy, or the size of the Board may be reduced accordingly.
Nominees for Election to the Board of
Directors
Listed below are the eight director
nominees for election to the Board at the Annual Meeting.
The Board of Directors recommends that you vote FOR each director
nominee named below.
|
|
|
|
|
|
|
|
|
Name and Principal Occupation |
|
Age |
|
|
Director
Since |
|
Anne L. Arvia
President and Chief Operating Officer, Nationwide Direct, Growth Solutions & Strategic
Partnerships |
|
|
50 |
|
|
|
2009 |
|
Ernst A. Häberli
Retired; Former President, Commercial Operations International, The Gillette Company |
|
|
65 |
|
|
|
2007 |
|
Brian A. Kenney
Chairman, President and Chief Executive Officer of the Company |
|
|
54 |
|
|
|
2004 |
|
James B. Ream
Former Senior Vice President Operations, American Airlines |
|
|
58 |
|
|
|
2008 |
|
Robert J. Ritchie
Retired; Former Chief Executive Officer, Canadian Pacific Railway Company |
|
|
69 |
|
|
|
2011 |
|
David S. Sutherland
Retired; Former President and Chief Executive Officer, IPSCO, Inc. |
|
|
64 |
|
|
|
2007 |
|
Casey J. Sylla
Retired; Former Chairman and Chief Executive Officer, Allstate Life Insurance Company |
|
|
70 |
|
|
|
2005 |
|
Paul G. Yovovich
President, Lake Capital |
|
|
60 |
|
|
|
2012 |
|
Please see below for additional information on the background of each director nominee, as well as each individuals specific
experience, qualifications and skills that led the Board to conclude that such individual should serve on the Board in light of the Companys business and leadership structure.
Additional Information Concerning Director Nominees
Anne L. Arvia
Anne L. Arvia has served as President and Chief Operating Officer of Nationwide Direct, Growth
Solutions & Strategic Partnerships since July 2013. Previously, she was President and Chief Operating Officer of Nationwide Direct, Affinity & Growth Solutions from August 2012 to July 2013, President of Nationwide Retirement Plans from
November 2009 to August 2012, and Chief Executive Officer of Nationwide Bank, a unit of Nationwide Mutual Insurance Company, from 2006 to November 2009. Prior to joining Nationwide, Ms. Arvia served
|
as President and Chief Executive Officer of ShoreBank, a community development and environmental bank, from 2001 to 2006. She joined ShoreBank in 1991 as Assistant Controller and was named Chief
Financial Officer in 1998. Ms. Arvia serves as the Chair of the GATX Audit Committee and also serves on the Governance Committee. She is a Certified Public Accountant, qualifies as an Audit Committee Financial Expert, and provides the Audit
Committee with the benefit of her experience and knowledge of accounting standards and financial reporting rules and regulations. In addition, Ms. Arvias experience in various senior management positions in the financial services sector
provides the Board with valuable expertise on investment and financial matters.
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
4 |
ELECTION OF DIRECTORS
Ernst A. Häberli
Ernst A. Häberli retired as President, Commercial Operations International, The Gillette Company in 2004,
having served in that position since 2001. Mr. Häberli formerly served as President, North American Tissue Operations and Technology, Executive Vice President and Chief Financial Officer, Senior Vice President, Strategy and on the Board of
Directors of Fort James Corporation. Prior to joining Gillette, Mr. Häberli served as President of Pet International and in various roles with the Phillip Morris Companies, Inc. and spent six years with the Boston Consulting Group in
Europe and the United States. He served as a director of Smurfit-Stone Container Corp. from July 2010 to May 2011. Currently, Mr. Häberli is a member of the GATX Compensation and Governance Committees. With his consulting background and
many years in senior management roles, Mr. Häberli brings to the Board extensive operational, financial and international business management experience. |
Brian A. Kenney
Brian A. Kenney has served as Chairman, President and Chief Executive Officer of GATX since 2005. Previously, he
served as President from 2004 to 2005, Senior Vice President, Finance and Chief Financial Officer from 2002 to 2004, and Vice President, Finance and Chief Financial Officer from 1999 to 2002. As our Chief Executive Officer, Mr. Kenney provides
the Board with the unique perspective that comes from managing the Companys business on a day-to-day basis. His extensive financial background and expertise make Mr. Kenney uniquely well qualified to serve as Chairman of the Board as he
is able to provide critical insight into the Companys leasing business and corporate strategies. Mr. Kenney also serves on the board of directors of USG Corporation, a publicly held manufacturer and supplier of building supply products.
|
James B. Ream
James B. Ream served as Senior Vice PresidentOperations of American Airlines from January 2012 to January
2014 and as Americans Senior Vice President, Maintenance and Engineering, from January 2010 to January 2012. Before joining American, Mr. Ream served as Chief Executive Officer of ExpressJet Holdings, Inc., an operator of regional jets in
North America, from 2001 to January 2010, and as ExpressJets President from 1999 to January 2010. He also was a director of ExpressJet Holdings, Inc. from 2002 to January 2010. Prior to joining ExpressJet, Mr. Ream held
|
various positions of increasing responsibility with Continental Airlines and American Airlines, where his responsibilities included managing the accounting department at Continental and serving
as Managing Director, Financial Planning and Analysis, for American. Mr. Ream serves as the Chair of the GATX Compensation Committee and as a member of the Audit Committee. He has financial and accounting expertise and qualifies as an Audit
Committee Financial Expert. With his years of experience as a senior executive, Mr. Ream brings to the Board considerable expertise on strategic and management issues, including extensive experience relating to management, maintenance and
operations of large fleets of transportation assets.
Robert J. Ritchie
Robert J. Ritchie retired as Chief Executive Officer of the Canadian Pacific Railway Company in 2006, having
served in that role since 1995. Mr. Ritchie began his career with the Canadian Pacific in 1970 as a research analyst and served in a variety of increasingly responsible positions over his 36 years with the company, including as President from
1990 to 1995. Mr. Ritchie is a member of the GATX Audit and Governance Committees. He has financial and accounting expertise and qualifies as an Audit Committee Financial Expert. With his prior experience as a Chief Executive Officer and Board
member of a large, publicly held railroad company and a long career in the railway industry, Mr. Ritchie brings to the Board critical operational, financial and management expertise. In addition, he has a wealth of knowledge about the railroad
industry, which comprises a significant part of the Companys railcar leasing customer base. |
David S. Sutherland
David S. Sutherland retired as President and Chief Executive Officer of IPSCO, Inc., a steel producer, in 2007,
having served in that position since 2002. During his 30-year career with IPSCO, Mr. Sutherland held a number of strategically important roles for the company, including Executive Vice President and Chief Operating Officer from 2001 to 2002 and
Vice President from 1997 to 2001. Mr. Sutherland currently serves as the GATX Lead Director. He contributes valuable insights based on his operational, financial and management experience as the former Chief Executive Officer of a publicly held
steel producer. In addition, the Board values Mr. Sutherlands perspective on market conditions and trends in the steel and manufacturing industries, which are critical sectors for the Companys business. Mr. Sutherland also
serves as non-executive chairman and a director of United States Steel Corporation and as a director of Imperial Oil Ltd.
|
|
|
|
5 |
|
GATX CORPORATION - 2014 Proxy Statement |
ELECTION OF DIRECTORS
Casey J. Sylla
Casey J. Sylla retired in 2007 as Chairman and Chief Executive Officer of Allstate Life Insurance Company, a
principal division of the Allstate Insurance Company, a company offering life insurance, annuities and related retirement and savings products. Mr. Sylla previously served in various key roles at Allstate, including President of Allstate
Financial Group from 2002 to 2006 and Chief Investment Officer for Allstate Corporation, the holding company for Allstate Insurance Company, from 1995 to 2002. Mr. Sylla currently serves on the GATX Audit and Compensation Committees. He has
financial and accounting expertise and qualifies as an Audit Committee Financial Expert. Mr. Sylla provides substantial management, business and leadership experience based upon his experience as a senior executive. The Board also benefits from
his perspectives on financial and investment matters due to his management experience in an investment and financial business. Mr. Sylla also serves as a trustee of Northern Funds and Northern Institutional Funds.
|
Paul G. Yovovich
Paul G. Yovovich is President of Lake Capital, a private equity firm he co-founded in 1998. In addition, from
1993 through its sale in 1996, Mr. Yovovich served as President of Advance Ross Corporation, a public company engaged in international financial transaction services and pollution control equipment manufacturing, and from 1982 to 1992, he
served in various executive positions with Centel Corporation, a publicly held national communications company. Mr. Yovovich currently serves as a member of the GATX Audit and Compensation Committees. He is a Certified Public Accountant and
qualifies as an Audit Committee Financial Expert. With over thirty years of experience as a senior executive, principal and corporate director, Mr. Yovovich brings to the Board extensive strategic, operational, financial and business management
experience. As a private equity executive, Mr. Yovovich has substantial experience investing in, and actively overseeing the management of, Lake Capitals portfolio companies to foster growth and value creation. As a result, he also
provides the Board with considerable expertise in transactional, financial and capital markets matters.
|
Director Qualifications
The Board, upon recommendation of the Governance Committee, has determined that all candidates for election to the
Board should possess and have demonstrated the following minimum criteria:
|
|
the highest level of personal and professional ethics, integrity and values |
|
|
an inquisitive and objective perspective |
|
|
broad experience at the policy-making level in business, finance, accounting, government or education |
|
|
expertise and experience that is useful to the Company and complementary to the background and experience of other Board members, so that an optimal balance and
diversity of Board members may be achieved and maintained |
|
|
broad business and social perspective and mature judgment |
|
|
commitment to serve on the Board for an extended period of time to ensure continuity and to develop knowledge about our business |
|
|
demonstrated ability to communicate freely with management and the other directors, as well as the ability
|
|
|
and disposition to meaningfully participate in a collegial decision-making process |
|
|
willingness to devote the required time and effort to carry out the duties and responsibilities of a Board member |
|
|
independence from any particular constituency and the ability to represent the best interests of all shareholders and to appraise objectively the performance of
management. |
The Governance Committee and the Board evaluate each director candidate in the context of the Board as a whole, with the
objective of assembling a group of directors that can effectively address the challenges and risks facing our business and represent shareholder interests by using their diversity of experience to exercise sound business judgment. In applying the
criteria for Board members described above, the Governance Committee and the Board consider diversity to include differences of viewpoint, professional experience, education, skill and other individual qualities and attributes that contribute to an
active, effective Board. In this regard, while the Board does not have a formal policy with regard to the consideration of diversity, the Board believes that its efforts to achieve diversity on the Board have been effective.
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
6 |
PROPOSAL 2: |
|
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
The Audit Committee has appointed Ernst & Young LLP to serve as our independent registered public accounting
firm for 2014. Ernst & Young also served in this capacity in 2013. Representatives of Ernst & Young are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they so desire and will be
available to respond to appropriate questions by shareholders.
Although the rules of the US Securities and Exchange Commission (the
SEC) and the listing standards of the New
York Stock Exchange (the NYSE) require that the Audit Committee be directly responsible for selecting and retaining the independent registered public accounting firm, we are
providing shareholders with the opportunity to express their views on this issue. While this vote cannot be binding, if the shareholders do not ratify the appointment of Ernst & Young, the Audit Committee will take the vote into account in
making future appointments.
The Board of Directors
recommends that you vote FOR the proposal to ratify Ernst & Young as our independent registered public accounting firm for 2014.
|
|
|
7 |
|
GATX CORPORATION - 2014 Proxy Statement |
PROPOSAL 3: |
|
ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION |
Our Board of Directors is committed to excellence in governance. As part of that commitment, and pursuant to
Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act), each year we ask shareholders to vote to approve the compensation of our named executive officers as disclosed in the Proxy Statement. This
advisory resolution, commonly referred to as a say-on-pay resolution, is non-binding on the Board and the Compensation Committee. However, the Board and the Committee value the opinions of our shareholders and will carefully consider the
outcome of the vote in determining future compensation decisions and policies.
As described more fully in the Compensation Discussion and Analysis
section of this Proxy Statement, our executive compensation program is structured to provide opportunities that appropriately:
|
|
reflect the competitive marketplace in which we operate |
|
|
balance executive focus on short- and long-term objectives |
|
|
align management and shareholder interests |
|
|
attract, motivate and retain key executives who are critical to our long-term success. |
A significant portion of our executive compensation is performance-based and, on a relative basis, we emphasize incentives that focus on creating long-term economic value over those that focus on delivering
short-term results. In addition, our executive compensation program uses stock grants and mandatory stock ownership and stock retention policies to help align executive and shareholder interests.
GATX delivered record earnings per share in 2013. Excluding the impact of tax adjustments and
other items, our net income was $164.8 million, an increase of 23.2% or $31.0 million from 2012, or $3.50 per diluted
share.1 The increase was due primarily to achieving historically high lease
rates for extended terms in the North American tank car market, maintaining high fleet utilization in North America and Europe, and strong asset remarketing income across our business segments. Our total investment volume for the year was $859.6
million, up from $770.0 million in 2012. Return on equity, excluding tax adjustments and other items, also improved to 12.5% from 11.3%.1
We encourage shareholders to
read the Compensation Discussion and Analysis, as well as the Summary Compensation Table and the related tables and disclosures, for a more complete understanding of our executive compensation policies and procedures. We believe that the
2013 compensation of our named executive officers was appropriate and aligned with the Companys performance.
Accordingly, we are asking
shareholders to approve the following advisory resolution at the Annual Meeting:
RESOLVED, that the shareholders of GATX
Corporation (the Company) approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation
Discussion and Analysis, and the Executive Compensation Tables, together with the narrative discussion related thereto.
The Board of Directors
recommends that you vote FOR adoption of the advisory resolution to approve the compensation of the named executive officers as disclosed in this Proxy Statement.
1 |
This paragraph makes reference to financial data derived from the financial statements prepared in
accordance with generally accepted accounting principles (GAAP) and certain other financial data that is prepared using non-GAAP components. For a reconciliation of these non-GAAP components to the most comparable GAAP components, see
Non-GAAP Financial Measures set forth in Exhibit B to this Proxy Statement. |
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
8 |
CORPORATE GOVERNANCE
Board of Directors
The Board of Directors provides oversight, strategic direction, and counsel to management regarding the business,
affairs, and long-term interests of GATX and our shareholders. Its responsibilities include the following:
|
|
reviewing and approving our major financial objectives, strategic and operating plans, strategic transactions with third parties, and other significant actions
|
|
|
overseeing the conduct of our business |
|
|
assessing our business risks to evaluate whether any changes to our business, strategy or risk management practices may be warranted
|
|
|
overseeing our processes for maintaining the integrity of our financial statements and other public disclosures |
|
|
ensuring compliance with law and ethical standards. |
GATX has a long-standing commitment to strong corporate governance and ethical standards. Demonstrating this commitment, the Board has adopted the GATX Corporate
Governance Guidelines, Code of Business Conduct and Ethics, and Code of Ethics for Senior Company Officers, as well as charters of each of the Boards committees. These documents constitute
the foundation of our corporate governance structure and are available on our website (www.gatx.com) in the Investor Relations section under Corporate Governance.
The Board and its committees meet throughout the year on an established schedule and hold special meetings from time to time as appropriate. Following each meeting, the Boards independent directors meet in
executive sessions without the Chairman and Chief Executive Officer or other members of management present. The Lead Director serves as Chair of the executive sessions of the Board.
The Board met nine times during 2013.
During 2013, each director attended at least 75% of the meetings of the Board
and the committees on which he or she served. We encourage all directors to attend the 2014 Annual Meeting of Shareholders, and in 2013, all directors then serving on the Board attended the annual meeting.
Board Independence
The Board has adopted the GATX Director Independence Standard set forth in Annex A to this Proxy
Statement to evaluate the independence of directors and director nominees and to ensure compliance with the independence standards required by the NYSE for listed companies. In accordance with this standard, and considering all relevant facts and
circumstances, the Board has made an affirmative determination that none of the following directors has a material relationship with GATX and that all of the following directors are independent:
Anne L. Arvia, Ernst A. Häberli, James B. Ream, Robert J. Ritchie, David S. Sutherland, Casey J. Sylla and Paul G. Yovovich.
Board Leadership Structure
|
|
|
Brian A. Kenney serves as our Chairman and Chief Executive Officer |
|
|
|
David S. Sutherland serves as our Lead Director |
|
|
|
Seven of our eight directors are independent under the NYSE listing standards and the GATX Director Independence Standard |
|
|
|
All of the members of the Boards Audit, Compensation and Governance Committees are independent |
The Board believes that having our Chief Executive Officer serve as Chairman of the Board is in the best interest
of our shareholders because the Chief Executive Officers extensive knowledge of our business and strategy provides the Board with a clear understanding of the issues facing the Company and promotes effective Board decision-making, alignment on
corporate strategy, and effective execution of that strategy by management.
In selecting the Chairman of the Board, the Board believes it is important to select the most qualified and
appropriate director to serve as Chairman, whether that individual is an outside director or a member of executive management. Currently, Brian A. Kenney, our Chief Executive Officer, serves as Chairman. The Board believes that Mr. Kenney is
the most appropriate individual to serve as Chairman because of his extensive knowledge of our business and strategy, as well as his demonstrated skill and commitment to performing
effectively as Chairman of the Board. Having the Chief Executive Officer serve as Chairman provides the Board with a clear understanding of issues facing GATX, which, in turn, promotes effective
Board decision-making, alignment on corporate strategy and accountability of management.
Our Board is structured to promote independence whether or not
its Chairman is a member of executive management. The entire Board, with the exception of Mr. Kenney, consists of independent directors, and the Audit, Compensation and
|
|
|
9 |
|
GATX CORPORATION - 2014 Proxy Statement |
CORPORATE GOVERNANCE
Governance Committees all are composed entirely of independent directors. The independent directors on the Board meet after each Board meeting in executive sessions that are not attended by
Mr. Kenney or other members of management.
In addition, under our Corporate Governance Guidelines, the independent directors serving on the Board
annually designate an independent Lead Director to provide leadership to the non-management members of the Board and to work with the Chairman and Chief Executive Officer and the other Board members to provide effective and independent oversight of
our management and affairs. Currently, David S. Sutherland serves as Lead Director. The Boards independent directors have adopted the Lead Director Guidelines, which establish the powers and duties of the Lead Director, including the
following:
|
|
presiding at meetings of the Board if the Chairman and Chief Executive Officer is not present (unless the Lead
|
|
|
Director is not a US citizen, in which case such meetings will be chaired by an independent US citizen director designated by a majority of the independent US citizen directors present at the
meeting) |
|
|
regularly convening and serving as chair of executive sessions of the independent directors |
|
|
serving as principal liaison between the Chairman and Chief Executive Officer and the independent directors |
|
|
advising the Chairman and Chief Executive Officer as to the quality, quantity and timeliness of the flow of information from the Companys management that
is necessary for the independent directors to effectively and responsibly perform their duties. |
Board Committees
The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Governance
Committee. Each committee is composed of directors determined by the Board to be independent in accordance with the listing standards of the NYSE.
Mr. Sutherland serves as Lead Director, and while he does not serve as a member of any particular Board committee, he has a standing invitation as Lead Director to attend the meetings of all
Board committees. The following table shows the current membership of these committees:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Audit |
|
|
Compensation |
|
|
Governance* |
|
Anne L. Arvia |
|
|
X |
* |
|
|
|
|
|
|
X |
|
Ernst A. Häberli |
|
|
|
|
|
|
X |
|
|
|
X |
|
Brian A. Kenney** |
|
|
|
|
|
|
|
|
|
|
|
|
James B. Ream |
|
|
X |
|
|
|
X |
* |
|
|
|
|
Robert J. Ritchie |
|
|
X |
|
|
|
|
|
|
|
X |
|
David S. Sutherland*** |
|
|
|
|
|
|
|
|
|
|
|
|
Casey J. Sylla |
|
|
X |
|
|
|
X |
|
|
|
|
|
Paul G. Yovovich |
|
|
X |
|
|
|
X |
|
|
|
|
|
* |
Committee Chair (Note: The former Chair of the Governance Committee, Mark G. McGrath, resigned from the Board effective January 15, 2014. We are grateful to
Mr. McGrath for his nine years of valuable service to the Company. The Board intends to appoint a new Chair of the Governance Committee on or before the date of the Annual Meeting.) |
The principal responsibilities of each of
these committees are described generally below and in detail in their respective committee charters, which are available on our website (www.gatx.com) in the Investor Relations section under Corporate Governance.
Audit Committee
The members of the Audit Committee are Ms. Arvia (Chair), Mr. Ream, Mr. Ritchie, Mr. Sylla, and
Mr. Yovovich. The Board has determined that each member of the Audit Committee has accounting or related financial management expertise and is financially literate, as that term is used in the listing standards of the NYSE. In
addition, the Board has determined that each member of the Audit Committee is an audit committee financial expert, as such term is defined by SEC rules. All members of the Audit Committee satisfy the NYSEs independence standards
applicable to audit committee members.
The functions of the Audit Committee include retaining our independent registered public accounting firm and
reviewing
any related party transactions. The Committee also assists the Board in oversight of: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory
requirements; (iii) our guidelines and policies with respect to risk assessment and risk management; (iv) the independent registered public accounting firms qualifications and independence; and (v) the performance of our
internal audit function and the independent registered public accounting firm. The Audit Committee maintains free and open communication and meets separately at each regularly scheduled Board meeting, with our independent registered public
accounting firm, our internal auditors, and management.
The Audit Committee met five times during 2013.
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
10 |
CORPORATE GOVERNANCE
Compensation Committee
The members of the Compensation Committee are Mr. Ream (Chair), Mr. Häberli, Mr. Sylla, and
Mr. Yovovich. The functions of the Compensation Committee include:
|
|
assisting the Board in the discharge of its responsibilities with respect to compensation of our directors, officers and executives |
|
|
general responsibility for ensuring the appropriateness of our executive compensation and benefit programs, and the criteria for awards to be issued under such
programs |
|
|
evaluating the qualifications and independence of the Committees independent compensation consultant. |
During 2013, the Compensation Committee engaged Pay Governance LLC (Pay Governance) to serve as its independent compensation consultant. In
addition to providing advice on various aspects of GATXs compensation plans, programs and policies, Pay Governance also advises the Committee periodically on current trends and best practices
and reviews the Committee agendas and supporting materials with management and the Committee Chair in advance of each Committee meeting. A representative of Pay Governance attends all Committee
meetings, including executive sessions at which management is not present, and meets independently with the Committee as appropriate. In addition, the independent compensation consultant provides specific recommendations for the Chief Executive
Officers compensation and advice on the recommendations made by the Chief Executive Officer with respect to the compensation of other executives. The Compensation Committee has assessed the independence of Pay Governance and its employees
working on GATX matters pursuant to applicable SEC rules and NYSE listing standards and concluded that there were no conflicts of interest or potential conflicts of interest with respect to the engagement of the independent compensation consultant
or its employees working on the engagement.
The Compensation Committee met five times during 2013.
Governance Committee
The members of the Governance Committee are Mr. Häberli, Mr. Ritchie, and Ms. Arvia. The
Committees functions include:
|
|
identifying individuals qualified to become Board members and recommending to the Board a slate of director nominees for election at each annual meeting of
shareholders |
|
|
ensuring that all of the Board committees have the benefit of qualified and experienced independent directors |
|
|
developing and overseeing an effective set of corporate governance policies and procedures designed to ensure
|
|
that GATX adheres to strong corporate governance and ethical standards and complies with all applicable legal and regulatory requirements |
|
|
reviewing the performance of all members of the Board in their capacities as directors, including attendance and contributions to Board deliberations, and making
such recommendations to the Board as may be appropriate. |
The Governance Committee met four times during 2013.
Risk Management
While management is responsible for managing risk, the Board and its committees play a role in overseeing our risk
management practices. The full Board is ultimately responsible for risk oversight, and it discharges this responsibility by, among other things, receiving regular reports from management concerning our business and the material risks facing GATX.
Each of the Boards committees also plays a role in risk oversight:
|
|
Audit Committee. Under the terms of its charter and the listing standards of the NYSE, the Audit Committee plays a key role in the
Boards risk oversight process. The Audit Committees duties include discussing the Companys risk assessment and risk management guidelines and policies with management, the internal auditors and the independent registered public
accounting firm. The Audit Committee also receives regular reports from management and discusses with management the steps taken to monitor and control risk exposures. In addition, the Audit Committee reviews all
|
|
of our quarterly financial reports, including any disclosure therein of risk factors affecting us and our business. The Audit Committee provides regular reports to the full Board on its risk
oversight activities and any issues identified thereby. |
|
|
Compensation Committee. The Compensation Committee receives regular reports from its independent compensation consultant and management, as
appropriate, concerning our compensation plans, policies and practices. The Committee also sets performance goals under our annual bonus and long-term incentive plans. In setting the performance targets and overseeing our compensation plans,
policies and practices, the Committee considers the risks that may be created and whether any such risks are reasonably likely to have a material adverse impact on GATX. The Committee provides regular reports to the full Board on our compensation
plans, policies and practices and the Committees oversight of compensation-related risks. Our human resources staff, with input from the
|
|
|
|
11 |
|
GATX CORPORATION - 2014 Proxy Statement |
CORPORATE GOVERNANCE
|
|
Committee and the independent compensation consultant, conducts an annual assessment of the potential risks that may be created by our compensation plans, policies and practices. This risk
assessment indicated that the compensation plans, practices and policies maintained by GATX in 2013 did not create risks that would be reasonably likely to have a material adverse effect on the Company. In making this determination, we considered
the overall mix of compensation for employees, as well as the various risk control and mitigation features of our compensation plans, including appropriate performance measures and targets, incentive plan payout maximums, our compensation recoupment
policy, and mandatory stock retention requirements for our executive officers.
|
|
|
Governance Committee. Under its charter, the Governance Committee is responsible for,
among other things, maintaining a set of effective corporate governance guidelines and procedures designed to assure compliance with all applicable legal and regulatory requirements and governance standards. The Governance Committee provides regular
reports to the Board on its activities. |
Through the activities of the Audit, Compensation and Governance Committees, as well as the
full Boards interactions with management concerning our business and the material risks that may impact GATX, the independent directors on the Board are able to monitor the Companys risk management process and offer critical insights to
our management.
Related Party Transactions
Related Party Transactions Approval Policy
GATX recognizes that transactions with related parties present a heightened risk of real or perceived conflicts of
interest and, therefore, may raise questions as to whether those transactions are consistent with the best interests of GATX and its shareholders. Accordingly, we have a formal, written policy, which requires that all related party transactions are
subject to review and approval by the Audit Committee. A related party transaction means any transaction (or series of transactions) valued at over $120,000 in which GATX is a participant and in which any related party has or
will have a direct or indirect material interest. Our policy defines a related party to include all of our directors and executive officers, holders of more than 5% of our voting stock, and the immediate family members of those persons.
Under our policy, the Audit Committee will approve a related party transaction only if it determines that the transaction is in,
or not inconsistent with, the best interests of GATX and its shareholders, including, for example, situations where:
|
|
the transaction may enable us to obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternative
sources |
|
|
The transaction is on arms length terms comparable to the terms on which we provide products or services to unrelated third parties or to our
employees generally. |
Upon completion of its review, the Audit Committee approves or disapproves the related party transaction. In
approving any related party transaction, the Audit Committee also makes a determination that the transaction does not constitute a conflict of interest under our Code of Business Conduct and Ethics.
Shareholder Transaction
As of December 31, 2013, BlackRock, Inc. (including its affiliated entities) was the beneficial owner of
approximately 7.2% of our outstanding common stock. BlackRock also provides investment management services to our pension plans in the United States and in the United Kingdom. During
the year ended December 31, 2013, the total amount of the fees paid by GATX to BlackRock for investment management services was approximately $220,637. The aggregate amount of our pension
assets under management by BlackRock as of December 31, 2013 was approximately $207,713,187 million.
Director and Officer Indemnification and
Insurance Arrangements
As required by the Companys By-Laws, we indemnify our directors and officers to the fullest extent permitted by
the New York Business Corporation Law. In addition, we have entered into indemnification agreements with each member of the Board that contractually obligate us to provide this indemnification to our directors.
Pursuant to the New York Business Corporation Law and the Companys By-Laws, we also maintain insurance policies that
provide liability protection to our directors and officers for claims for which they may not be indemnified by the Company. These insurance policies also provide reimbursement to GATX for
indemnification payments we make on behalf of our directors and officers, subject to the conditions and exclusions specified in the policies.
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
12 |
CORPORATE GOVERNANCE
Prohibition of Certain Transactions in GATX Stock
In addition to prohibiting our directors, officers and employees from trading in GATX stock while in possession of
material non-public information, our Insider Trading Policy also prohibits certain transactions in GATX stock that may create the potential for the interests of a director, officer or employee to diverge from the interests of GATX and its
shareholders. More
specifically, our policy prohibits directors, officers and employees from engaging in hedging transactions, short sales, and transactions in publicly traded options involving GATX stock. In
addition, the policy prohibits directors, officers and employees from holding GATX stock in a margin account or pledging GATX stock as collateral for a loan.
Identification and Evaluation of Director
Nominees
Each year, the Board recommends a slate of director nominees for election at the annual meeting of shareholders. The
Board has delegated the process for screening potential director candidates to the Governance Committee with input from the Chairman and Chief Executive Officer. When the Governance Committee determines that it is desirable to add a director or fill
a vacancy on the Board, the Committee will identify one or more individuals qualified to become directors and recommend them to the Board. In identifying qualified individuals, the Committee seeks suggestions from other directors and may also retain
a search firm for this purpose. The Committee also will consider any candidates that may be recommended by shareholders. The Committee conducts such inquiry into each candidates background, qualifications and independence as it
believes is necessary or appropriate under the circumstances and regardless of whether the candidate was recommended by shareholders or by others. Any recommendations of director candidates by
shareholders should be submitted to the Governance Committee, c/o the Corporate Secretary, GATX Corporation, 222 West Adams Street, Chicago, Illinois 60606. The recommendation must be received not more than 120 and not less than
90 days prior to the first anniversary of the preceding years annual meeting and must include all information required by the proxy rules and applicable law. If a shareholder submits a director candidate in accordance with the
requirements specified in our By-Laws, the Governance Committee will consider such director candidate using the same standards it applies to evaluate other director candidates.
Communication with the Board
GATX shareholders and other interested parties may, at any time, communicate directly with the Board, any of our
directors (including the Lead Director), or our non-management directors as a group through the office of our Corporate Secretary as follows: (1) by mail addressed to the Board, any director, or the non-management directors as a group,
c/o the Corporate Secretary, GATX Corporation, 222 West Adams Street, Chicago, Illinois 60606; (2) electronically by sending an e-mail to contactboard@gatx.com; or (3) anonymously by telephone by calling (888) 749-1947. Our
Corporate Secretary will review
communications received by any of these methods and will forward the communication promptly to the Board, the directors, the Lead Director, or the non-management directors as a group, as
appropriate, depending on the subject matter and facts and circumstances described in the communication.
Communications that are not related to the
duties and responsibilities of the Board, are patently frivolous, or are otherwise considered to be improper for submission to the intended recipient(s), will not be forwarded.
|
|
|
13 |
|
GATX CORPORATION - 2014 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis describes our compensation plans, policies and practices for the executive
officers named in the Summary Compensation Table (our named executive officers). For 2013, our named executive officers are:
|
|
Brian A. Kenney Chairman of the Board, President and Chief Executive Officer |
|
|
Robert C. Lyons Executive Vice President and Chief Financial Officer
|
|
|
James F. Earl Executive Vice President and President, Rail International |
|
|
Thomas A. Ellman Executive Vice President and President, Rail North America |
|
|
Deborah A. Golden Executive Vice President, General Counsel and Corporate Secretary.
|
Executive Summary
Strong 2013 Business Performance
GATX delivered record earnings per share in 2013. Excluding the impact of tax adjustments and
other items, our net income was $164.8 million, an increase of 23.2% or $31.0 million from 2012, or $3.50 per diluted
share.2 The increase was due primarily to achieving historically high lease
rates for extended terms in the North American tank car market, maintaining high
fleet utilization in North America and Europe, and generating strong asset remarketing income across our business segments. Our total investment volume for the year was $859.6 million, up from
$770.0 million in 2012. Return on equity, excluding tax adjustments and other items, also improved to 12.5% from
11.3%.2
2013 Payouts and Pay-for-Performance
Alignment
Our executive compensation program is designed to align compensation with the interests of our shareholders and to
reward executive leadership for contributing to the achievement of our annual and long-term objectives. In 2013, the Companys performance exceeded the goals established for the year resulting in above-target payouts under our incentive plans.
More specifically:
|
|
Our 2013 net income, excluding the impact of tax adjustments and other items, exceeded our budgeted net income goal of $147.3 million by 11.9% or $17.5 million.
Under the terms of our annual incentive plan, this level of net income achievement resulted in a payout to our executives at 118.7% of their target awards.2 |
|
|
For the 2011-2013 performance period under our performance share plan, we achieved 104.9% of our
|
|
|
targeted investment volume goal (investment volume of $2.1 billion versus a goal of $2.0 billion), reflecting the purchase of new cars in North America and Europe under long-term supply
agreements, as well as the acquisition of rail portfolios in the secondary market. We also achieved 114.4% of our targeted return on equity goal (average return on equity achievement of 10.3% over the three-year performance period versus a goal of
9.0%). Return on equity improved steadily during this three-year performance period up from 8.8% in 2011,10.2% in 2012 and 12.0% in 2013.3 Based upon this investment volume and return on equity achievement, our executives received a payout of 130.5% on their
performance shares for the 2011-2013 performance period. |
2 |
This Compensation Discussion and Analysis makes reference to financial data derived
from the financial statements prepared in accordance with generally accepted accounting principles (GAAP) and certain other financial data that is prepared using non-GAAP components. For a reconciliation of these non-GAAP components to
the most comparable GAAP components, see Non-GAAP Financial Measures set forth in Exhibit B to this Proxy Statement. |
3 |
The return on equity measure under our performance share agreements excludes
accumulated other comprehensive income (loss) from the equity component. However, accumulated other comprehensive income (loss) is included in the equity component of return on equity as reported in our financial statements. As a result,
the return on equity calculations under the performance share agreements during the performance period may differ from return on equity as reported in our financial statements for the period. We believe that excluding accumulated other comprehensive
income (loss) from the performance share return on equity calculation provides a more accurate measurement of managements performance. |
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
14 |
COMPENSATION DISCUSSION AND ANALYSIS
Ongoing Best Practices
At our 2013 Annual Meeting of Shareholders, approximately 97.5% of the shares were voted in favor of an advisory
resolution approving the executive compensation of our named executive officers as disclosed in the 2013 proxy statement (the say on pay vote). The Compensation Committee believes that the overwhelming shareholder vote in favor of the
say-on-pay resolution was an affirmation of shareholders support of our approach to executive compensation, and, therefore, the
Committee did not make any specific changes to its executive compensation plans or programs as a result of the vote.
We regularly review and refine our executive compensation program to ensure that it continues to reflect practices and policies that are aligned with our pay-for-performance philosophy and the interests of our
shareholders. In this regard, our executive compensation program reflects the following:
|
|
|
WHAT WE DO |
|
|
We have a clear, consistent compensation strategy utilizing GATX net income as the common Company-wide performance metric for annual incentive
compensation payable to salaried employees |
|
|
We have a recoupment policy that enables us to recover compensation paid to executive officers in the event of a material restatement of our financial
results |
|
|
We have mandatory stock ownership and stock retention requirements for our named executive officers and other senior management |
|
|
The Committee engages an independent compensation consultant to advise it on executive compensation matters |
|
|
The Committee conducts a thorough review annually of all of our executive and director compensation programs with the assistance of the Companys
human resources staff and the Committees independent compensation consultant |
|
|
The Committees independent compensation consultant provides regular briefings and updates to the Committee on current trends and key
developments in executive compensation programs and practices |
|
|
|
The Committee, with the assistance of the Companys human resources staff, conducts an annual review and assessment of any potential risks that
could result from our compensation plans and programs |
|
|
|
WHAT WE DONT DO |
û |
|
We do not provide our executive officers with employment agreements, other than severance agreements in the event of a change of control of
GATX |
û |
|
We do not provide perquisites to our named executive officers, other than modest reimbursements for financial and legal counseling |
û |
|
We prohibit our officers, directors and employees from hedging, margining, pledging, short selling, or publicly trading options involving GATX common
stock |
û |
|
We prohibit share repricing |
û |
|
We prohibit single-trigger vesting of outstanding equity awards in the event of a change of control of GATX. We allow only double-trigger vesting,
which requires both a change of control and termination of an executives employment before vesting will be accelerated |
û |
|
We do not provide excise tax gross up benefits in executive Change of Control Agreements entered into after 2009 |
GATX Compensation Philosophy and Objectives
Our executive compensation program is structured to provide compensation opportunities that (1) reflect the
competitive marketplace in which we operate, (2) appropriately balance executive focus between short- and long-term objectives, (3) align the interests of management with those of our shareholders, and (4) attract, motivate and retain key
executives who are critical to our long-term success. Our compensation program has been developed with the following key principles in mind:
|
|
A significant portion of compensation should be performance-based. Through annual and long-term incentive awards, our executives are
encouraged to focus attention on a combination of critical strategic and financial
|
|
|
goals. The weight placed on each of these goals may vary from time to time depending on the Companys strategies and operating environment. |
|
|
On a relative basis, long-term incentive opportunities should be emphasized more heavily than short-term incentive
opportunities. We invest predominantly in long-lived assets and the outcomes of key decisions are often not realized for several years. Creating long-term economic value should outweigh focus on short-term results.
|
|
|
A meaningful equity stake helps ensure that executive and shareholder interests are aligned. We accomplish this by granting our executives
equity incentives in GATX stock and through our mandatory stock ownership and
|
|
|
|
15 |
|
GATX CORPORATION - 2014 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
|
|
stock retention policies, which are intended to ensure that executives acquire and retain a meaningful equity stake in GATX. |
We believe that our compensation program is consistent with the principles described above. As shown in the following chart, the overall mix of compensation for our
Chief Executive Officer
and our other named executive officers is allocated among three primary components (base salary, target annual incentives and target long-term incentives) and performance-based components are
more heavily weighted than non-performance based components.
Pay Mix Chart
(Note: The percentages in the charts above are based on salaries and incentive targets in effect as of December 31,
2013, and thus are not intended to match amounts shown in the Summary Compensation Table or the Grant of Plan-Based Awards Table.)
Ultimately, our executive compensation program is intended to effectively communicate and reinforce the
Companys annual and long-term strategic goals to executives and incentivize them to achieve results that contribute to the success of our
business and enhance shareholder return. Our programs are structured to appropriately reward executives for achieving or surpassing these goals, based on the level of achievement.
Roles and Responsibilities
Compensation Committee and Management
The Compensation Committee annually reviews recent developments and current trends in executive compensation
practices with guidance from its independent compensation consultant. As discussed in greater detail below, the Committee also reviews the competitiveness of compensation for our executive officers, including base pay and annual and long-term
incentive awards. Based on input from the independent compensation consultant and the Companys human resources staff, the Committee makes all decisions with respect to the compensation of the Chief Executive Officer. The Chief Executive
Officer does not participate in, nor is he present during, any discussions of his own compensation. Such discussions occur during the Committees executive sessions. The Committee reviews its pay decisions regarding the Chief Executive Officer
with the other independent directors on the Board.
As part of our regular compensation review cycle, the Chief Executive Officer, with input from the
Companys human resources staff, makes recommendations to the Committee regarding base salary increases and long-term incentive award
grants for the other named executive officers. The Chief Executive Officer also may make recommendations to the Committee to increase or decrease target levels for annual bonus and long-term
incentive awards. After reviewing these recommendations, the Committee approves the compensation of such named executive officers.
In setting 2013
compensation, the Committee relied on advice from Pay Governance LLC, an independent compensation consultant, to assist in oversight of the design of our executive compensation plans and programs. In connection with such engagement, we conducted a
review to determine any potential conflicts of interest that could result from the existing relationships between the Committee, GATX, Pay Governance LLC, and the individual Pay Governance employees who provided advice to the Committee with respect
to compensation matters. Based on the results of that review, there were no conflicts of interest or potential conflicts of interest with respect to the engagement of the independent compensation consultant or its employees working on the
engagement.
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
16 |
COMPENSATION DISCUSSION AND ANALYSIS
The Determination of Market Competitive Pay
Our executive compensation program has been structured to provide pay opportunities, including base salaries and
short- and long-term incentive compensation, believed to be comparable to the median range of opportunities provided by companies of similar revenue size to GATX (which we refer to as competitive or market pay levels).
Because we have no direct peers in the railcar leasing business for which relevant compensation data is available, gathering information on competitive pay levels with precision for our particular industry is not possible. The Committee, with
assistance from our human resources staff and the independent compensation consultant, regularly reviews information on pay for executives as reported in national compensation surveys published by AonHewitt and Towers Watson for organizations of
similar revenue size to GATX. These surveys include general
compensation information, on an aggregate basis. The samples we utilize are based on data for approximately 200 public companies with annual revenues between $1-3 billion, but the surveys do not
identify the specific compensation paid by any particular company participating in the survey. We use these surveys to better understand current compensation practices at other companies of similar revenue size and as a data point to assist us in
meeting our goal of having the various elements of compensation be market-competitive. While these surveys are a starting point for our compensation review process, actual compensation decisions with respect to specific individuals are influenced by
a variety of factors in addition to the surveys, including experience, tenure, skills, unique responsibilities, individual performance and our specific talent requirements.
Compensation Elements
The elements of our compensation program for named executive officers include:
|
|
Annual incentive awards
|
|
|
Long-term equity-based incentive awards |
|
|
Change of control severance protection.
|
Base Salary
Base salary helps us attract and retain an appropriate caliber of executive talent and provides our executives with a
degree of financial certainty since base salary is not subject to Company performance risk, unlike most other pay elements. In establishing salary levels, we typically consider market pay levels, the specific responsibilities and experience of the
named executive officer, and his or her individual performance.
Based upon its annual review described above, the Committee approved the following base
salary increases for the named executive officers effective March 1, 2013: Mr. Kenney (3.0%), Mr. Earl (2.8%), Mr. Lyons (3.3%), Ms. Golden (3.0%), and
Mr. Ellman (5.7%). In addition, on July 1, 2013, Mr. Ellman was promoted to Executive Vice President and President, Rail North America and received a 16.9% promotional increase to his base
salary. Base salaries constitute between 23% (for the Chief Executive Officer) and 34% (for the other named executive officers, collectively) of their total targeted compensation, which is consistent with our philosophy that a majority of executive
compensation should be performance-based (as illustrated by the Pay Mix Chart set forth on the preceding page).
Annual Incentive Awards
Named executive officers are eligible to receive annual incentive awards under the GATX Cash Incentive Compensation
Plan (the CICP) based on the extent to which pre-established financial performance goals are achieved. The CICP was approved by our shareholders in 2004. Under the CICP, the maximum possible incentive award payable to named
executive officers has been established as 0.75% of Total Gross Income Less Total Ownership Costs (as such term is defined in the CICP), calculated on the basis of the financial results reported in our financial statements. At the end of
each year, the Committee certifies the actual level of performance on this
measure and may reduce, but not increase, the annual award based upon underlying metrics communicated to each executive at the beginning of the year.
Historically, the Committee has reduced the bonuses payable under the CICP by applying separate financial performance standards, which may vary from year to year in
accordance with the Companys strategic objectives. In 2013, as in other recent years, the Committee measured performance against budgeted net income to provide executives with a strong incentive to increase our profitability.
|
|
|
17 |
|
GATX CORPORATION - 2014 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
Target incentive opportunities for named executive officers are expressed as a percentage of base salary and reflect
typical competitive opportunities. As a result of its annual review of executive compensation for 2013, the Committee increased the annual cash incentive target for Mr. Lyons from 65% to 70% and Ms. Golden from 55% to 60%. Each year, the
Committee, after reviewing recommendations from management, approves a schedule establishing the incentive opportunities payable at various levels of financial performance. The level of financial performance required for the payment of maximum
incentive opportunities is established based on the Committees assessment of the level of performance that shareholders would likely consider superior in view of general economic conditions and the economic outlook for GATX and its industry in
particular. This process is essentially reversed to establish the threshold or minimum performance level, defined as the level of financial performance below which no incentive is payable.
For 2013, the Committee increased the net income goal for our annual incentive plan over the prior years goal to reflect a higher level of budgeted performance for GATX. The goals and
payout levels under the 2013 annual incentive plan are described below:
|
|
Plan Design. As in 2012, the Committee based the 2013 plans target funding upon achievement of 100% of the
Companys budgeted net income goal, as approved by the Board. The plan limited the payout to no more than 170% of target (for achieving 140% of the budgeted net income goal) and established a threshold payout of 70% of target (for achieving a
minimum of 80% of the budgeted net income goal). |
|
|
2013 Payout. Net income for 2013, excluding the impact of tax adjustments and other items, was $164.8 million,
which was 111.9% of budget. This performance resulted in incentive payouts of 118.7% of the target award level to the named executive officers. For additional information regarding the 2013 annual incentive plan, including the specific numerical
levels of performance required for target, maximum and threshold incentive payouts, please see the Narrative Discussion Related to the Summary Compensation Table and Grants of Plan-Based Awards Table.
|
Long-Term Equity-Based Incentive Awards
Long-term incentive compensation helps us to attract and retain qualified executives, reward the achievement of our long-term objectives, encourage stock ownership, and promote close alignment of interests between our management and our shareholders. Target long-term incentive opportunities are established for named executive
officers in accordance with typical competitive opportunities and are expressed as a percentage of the midpoint of the officers base salary range.
We divide the total value of the regular, annual long-term incentive awards to each named executive officer equally between stock-settled stock appreciation rights
(SARs) and performance shares. We chose this combination of grant types because it focuses executive attention on total shareholder return and on specific financial goals, both of which are essential to our long-term success.
|
|
SARs. SARs are granted to align the interests of our named executive officers and other employees with our shareholders. SARs are
granted at a price equal to the average of the high and low prices of our common stock on the date of grant as approved by the Committee. Because total shareholder return is comprised of stock price appreciation and dividends, dividend equivalents
are attached to SARs. We believe that rewarding both components of shareholder return better aligns management and shareholder interests. Dividend equivalents accrue until vesting and are paid in cash thereafter until the SAR is exercised or
expires. Because the value of dividend equivalents is fully factored into the determination of grant size, recipients receive no additional compensation; the number of SARs granted are correspondingly smaller than they would be if dividend
equivalents were not attached because the value of each SAR is higher.
|
|
|
Performance Shares. Performance shares are designed to focus attention on, and to reward the achievement of, our long-term
financial and strategic objectives. The Committee establishes the goals for which the performance shares may be earned at the beginning of a multi-year performance period rather than annually. The length of the performance period is three years. At
the end of the performance period, a percentage ranging from 0% to 200% of the number of shares initially awarded will be earned based on the extent to which the multi-year goals are achieved. The value of each earned performance share equals the
price of one share of our common stock at the end of the performance period, with payment of earned performance shares made in the form of GATX common stock. |
Performance shares are earned based on achievement of a specified level of Total Gross Income Less Total Ownership Costs (as such term
is defined in the GATX 2004 Equity Incentive Compensation Plan and the GATX 2012 Incentive Award Plan) at the end of the performance period. If the goal has not been met, the entire performance share award is cancelled. If the goal has been met, the
Committee may reduce, but not increase, the number of performance shares otherwise payable based on the achievement of other long-term performance objectives established at the beginning of the performance period. Accumulated dividend equivalents
are paid on the number of performance shares earned at the end of the performance period.
2013 Long-Term Incentive
Grants. As in past years, we determined the actual number of performance shares awarded by dividing the performance share award value by the average closing prices of GATX stock on the four Fridays immediately
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
18 |
COMPENSATION DISCUSSION AND ANALYSIS
preceding the Committee meeting at which the grant was awarded. The number of SARs awarded is determined using the same average closing price and the Black-Scholes value.
The 2013 performance share award has a three-year performance period. In addition to the Total Gross Income Less Total Ownership Costs threshold goal specified in
the GATX 2012 Incentive Award Plan, the number of 2013 performance shares earned will also be subject to two equally weighted measures: three-year average return on equity and three-year cumulative investment volume. These measures reflect our
objectives for sustained profitability and growth. Please see the Equity-Based Long-Term Incentives section of the Narrative Discussion Related to the Summary Compensation Table and the Grants of Plan-Based Awards Table for a discussion of the
numerical goals established for both performance measures, the definition of the measures, and the percentage of the initial grant of performance shares payable at the threshold, target and maximum levels of actual performance. For the 2013-2015
performance period, the named executive officers can earn 100% of the shares awarded provided the Company achieves an 11% average return on equity and $2.3 billion in cumulative investment volume over the three-year performance period.
2011-2013 Performance Share Payouts. The performance shares granted in 2011 vested at the end of 2013. Each target award was based
50% on a three-year average return on
equity goal and 50% on a three-year cumulative investment volume
goal.4 The three-year average return on equity for the period was 10.3% versus
a goal of 9.0% (return on equity improved steadily over the three-year performance period 8.8% in 2011, 10.2% in 2012, and 12.0% in 2013). The cumulative investment volume for the period was $2.1 billion, which exceeded the goal of
$2.0 billion. Based on these results, performance share payouts were 130.5% of target incentive awards. These awards were made in accordance with the provisions of the plan as established at the beginning of the period. For details regarding
the 2011-2013 performance share payments to the named executive officers, please see the Option Exercises and Shares Vested Table.
Grant Policies. The grant date for regular long-term incentive awards is the date of the Committees first
meeting of each calendar year. We make off-cycle grants (if any) to newly hired employees on the last trading date of the month following the hire date and Committee approval of the award. We grant SARs to named executive officers at the same time
we grant them to other employees. SARs vest ratably over a three-year period and expire after seven years. We have no program, plan or practice to time SAR grants to named executive officers or any other employees in coordination with the release of
material non-public information.
Employee Benefits
We sponsor a standard array of retirement, health and welfare benefits. Our retirement programs include a 401(k) and
defined benefit pension programs as well as a supplemental plan intended solely to restore pension benefits limited by law to the level specified by formula in the qualified pension plan applicable to all salaried employees. The pension and 401(k)
programs are intended to supplement employees personal retirement savings and social security benefits. Health and welfare benefits include medical, dental, vision, life and disability insurance. These programs provide protection against
catastrophic loss and encourage health maintenance. Named
executive officers participate in the same programs and on the same basis as other salaried employees. No retirement, savings, medical, disability or other insurance program or arrangement exists
which provides benefits to named executive officers in excess of those provided generally.
Consistent with our desire to minimize status-oriented
compensation elements, the only perquisites offered to named executive officers in 2013 were financial and legal counseling reimbursements.
Change of Control Severance Agreements
Each named executive officer has entered into an Agreement of Employment Following a Change of Control which provides
certain benefits should employment be terminated following a change of control (COC). This protection is provided for competitive reasons and to ensure the stability, continuity and impartiality of our executives in a COC
situation. The level of protection provided is intended to be similar to that provided by similarly sized organizations.
The COC agreements are double-trigger agreements, meaning that benefits are payable only if a COC occurs
and an executives employment is terminated, or constructively terminated. The key terms of these agreements that were in effect during 2013 are summarized in the Executive Compensation Tables section of this Proxy Statement under
Potential Payments upon Termination or Change of Control. After 2009, we have not provided excise tax gross up benefits in any new COC agreements we enter into with our executives. Treatment of all long-term incentive awards in the
4 |
The return on equity measure under our performance share agreements excludes
accumulated other comprehensive income (loss) from the equity component. However, accumulated other comprehensive income (loss) is included in the equity component of return on equity as reported in our financial statements. As a result,
the return on equity calculations under the performance share agreements during the performance period may differ from return on equity as reported in our financial statements for the period. We believe that excluding accumulated other comprehensive
income (loss) from the performance share return on equity calculation provides a more accurate measurement of managements performance. |
|
|
|
19 |
|
GATX CORPORATION - 2014 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
event of a COC is governed not by the COC agreements but rather by the GATX 2004 Equity Incentive Compensation Plan or the GATX 2012 Incentive Award Plan, as applicable, and related grant
agreements, which apply to all employees who
receive long- term incentive awards. In addition, all grant agreements require both a COC event and an executives actual or constructive termination before vesting will be
accelerated for any outstanding long-term incentive awards.
Stock Ownership and Stock Retention
Requirements
To underscore the importance of stock ownership, we have established a mandatory stock ownership and stock retention
policies for our named executive officers and other members of senior management. These policies require that our executives must retain shares of GATX stock having a value equal to 50% of the after-tax profits realized from GATX equity awards until
the executive owns GATX shares equal in value to a multiple of salary based on his or her position. The multiple is 5.0 times
salary for the Chief Executive Officer and 2.5 times salary for other named executive officers.
As of January 31, 2014, the named executive officers had achieved the following approximate percentages of their respective stock retention requirements:
Mr. Kenney (274%), Mr. Lyons (344%), Mr. Earl (402%), Mr. Ellman (160%), and Ms. Golden (236%).
Compensation Recoupment Policy
We have a compensation recoupment policy, which provides that in the event of a material restatement of our financial
results, the Board, or a Committee designated by the Board, will review the facts and circumstances that led to the requirement for the restatement and will take such actions as it deems necessary or appropriate. The Board will consider whether any
executive officer received excess compensation due to the fact that the original financial statements were incorrectly presented. The Board also will consider the accountability of any executive officer whose acts or omissions were responsible in
whole or in part for the events that led to the restatement and whether such acts or omissions constituted misconduct.
The actions the Board may elect to take against a particular executive officer, depending on all the facts and
circumstances as determined during their review, could include: (1) the recoupment of all or part of any bonus or other compensation paid to the executive officer that was based upon the achievement of financial results that were subsequently
restated, (2) disciplinary actions, up to and including termination, or (3) the pursuit of any other available remedies, including, but not limited to, canceling stock-based awards.
Regulatory Considerations
Our incentive compensation programs have been designed and administered in a manner generally intended to preserve
federal income tax deductions. However, the Committee considers the tax and accounting consequences of utilizing various forms of
compensation and retains the discretion to pay compensation that is not tax deductible or could have adverse accounting consequences for GATX.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review
and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K.
James B. Ream (Chair)
Ernst A. Häberli
Casey J. Sylla
Paul G. Yovovich
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
20 |
EXECUTIVE COMPENSATION TABLES
The following tables provide information regarding the compensation awarded to, or earned by, our named executive officers for the year ended December 31,
2013.
Summary Compensation Table for Fiscal
Years Ended December 31, 2013, 2012 and 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position |
|
Year |
|
|
Salary ($) |
|
|
Stock Awards ($)(1)(2)(3) |
|
|
Option Awards ($)(1) |
|
|
Non-Equity Incentive Plan Compensation ($)(4) |
|
|
Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(5) |
|
|
All
Other Compensation ($)(6) |
|
|
Total ($) |
|
(a) |
|
(b) |
|
|
(c) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
(i) |
|
|
(j) |
|
Brian A. Kenney |
|
|
2013 |
|
|
|
924,100 |
|
|
|
1,205,557 |
|
|
|
1,180,625 |
|
|
|
1,096,906 |
|
|
|
21,294 |
|
|
|
7,650 |
|
|
|
4,436,132 |
|
Chairman of the Board, |
|
|
2012 |
|
|
|
901,600 |
|
|
|
1,353,901 |
|
|
|
1,421,112 |
|
|
|
1,013,939 |
|
|
|
953,371 |
|
|
|
7,500 |
|
|
|
5,651,423 |
|
President and Chief |
|
|
2011 |
|
|
|
897,167 |
|
|
|
1,028,443 |
|
|
|
1,041,000 |
|
|
|
1,129,263 |
|
|
|
414,729 |
|
|
|
7,350 |
|
|
|
4,517,952 |
|
Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Lyons |
|
|
2013 |
|
|
|
434,383 |
|
|
|
344,183 |
|
|
|
338,131 |
|
|
|
360,929 |
|
|
|
0 |
|
|
|
7,650 |
|
|
|
1,485,276 |
|
Executive Vice President |
|
|
2012 |
|
|
|
418,583 |
|
|
|
320,429 |
|
|
|
336,336 |
|
|
|
305,980 |
|
|
|
324,441 |
|
|
|
7,500 |
|
|
|
1,713,269 |
|
and Chief Financial Officer |
|
|
2011 |
|
|
|
402,500 |
|
|
|
253,941 |
|
|
|
256,780 |
|
|
|
303,975 |
|
|
|
150,960 |
|
|
|
6,125 |
|
|
|
1,374,281 |
|
James F. Earl |
|
|
2013 |
|
|
|
571,600 |
|
|
|
369,423 |
|
|
|
362,688 |
|
|
|
474,942 |
|
|
|
0 |
|
|
|
7,650 |
|
|
|
1,786,303 |
|
Executive Vice President |
|
|
2012 |
|
|
|
556,333 |
|
|
|
379,409 |
|
|
|
397,320 |
|
|
|
437,956 |
|
|
|
872,884 |
|
|
|
7,500 |
|
|
|
2,651,402 |
|
and President, Rail |
|
|
2011 |
|
|
|
541,667 |
|
|
|
373,543 |
|
|
|
378,924 |
|
|
|
477,256 |
|
|
|
394,138 |
|
|
|
7,350 |
|
|
|
2,172,878 |
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas A. Ellman |
|
|
2013 |
|
|
|
349,583 |
|
|
|
178,516 |
|
|
|
175,677 |
|
|
|
230,030 |
|
|
|
0 |
|
|
|
7,650 |
|
|
|
941,456 |
|
Executive Vice President, |
|
|
2012 |
|
|
|
306,250 |
|
|
|
149,211 |
|
|
|
157,080 |
|
|
|
172,204 |
|
|
|
215,413 |
|
|
|
7,500 |
|
|
|
1,007,658 |
|
and President, Rail |
|
|
2011 |
|
|
|
293,333 |
|
|
|
126,799 |
|
|
|
129,084 |
|
|
|
195,495 |
|
|
|
102,613 |
|
|
|
9,150 |
|
|
|
856,474 |
|
North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah A. Golden |
|
|
2013 |
|
|
|
380,433 |
|
|
|
224,407 |
|
|
|
219,124 |
|
|
|
270,943 |
|
|
|
57,027 |
|
|
|
7,650 |
|
|
|
1,164,584 |
|
Executive Vice President, |
|
|
2012 |
|
|
|
369,583 |
|
|
|
212,152 |
|
|
|
223,608 |
|
|
|
228,599 |
|
|
|
177,378 |
|
|
|
7,500 |
|
|
|
1,218,820 |
|
General Counsel and |
|
|
2011 |
|
|
|
359,833 |
|
|
|
182,659 |
|
|
|
184,604 |
|
|
|
226,460 |
|
|
|
120,322 |
|
|
|
7,350 |
|
|
|
1,081,228 |
|
Corporate Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
For awards granted under the GATX 2012 Incentive Award Plan or the GATX 2004 Equity Incentive Compensation Plan, amounts shown reflect the dollar amount of the grant date fair
value of the awards for the years shown, in accordance with Accounting Standards Codification (ASC) Topic No. 718, Compensation Stock Compensation. Assumptions used to calculate these amounts are included in the Notes to
our audited financial statements contained in our Annual Reports on Form 10-K for fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011. |
(2) |
For performance share awards, amounts shown reflect the grant date fair value of the awards at target payout for the years shown. The grant date fair value of the performance
share awards for 2013, 2012 and 2011, respectively, assuming the highest level of performance (i.e., 200% of target) are as follows: Mr. Kenney ($2,411,113, $2,707,802 and $2,056,885); Mr. Lyons ($688,365, $640,858 and $507,881);
Mr. Earl ($738,845, $758,818 and $747,086); Mr. Ellman ($357,032, $298,422 and $258,168); and Ms. Golden ($448,814, $424,304 and $365,318). |
(3) |
For 2011, amounts shown exclude the restricted stock unit portion of the award for fiscal year 2010 received by each named executive officer under the GATX Cash Incentive
Compensation Plan, which was paid 50% in cash and 50% in restricted stock units. |
(4) |
Amounts shown reflect the annual incentive awards earned under the GATX Cash Incentive Compensation Plan by each named executive officer for the years shown.
|
(5) |
Change in pension value reflects the increase in the present value of the accumulated pension benefit during the years shown. For 2013, the change in pension value decreased
as follows: Mr. Lyons ($25,375); Mr. Earl ($53,978), and Mr. Ellman ($21,149). The Pension Benefits Table shows the present value of the accumulated pension benefit as of December 31, 2013 and the assumptions used in the calculation of that
value. We determined the December 31, 2012 and December 31, 2011 present values using the same assumptions except that the interest rates used for discounting under ASC Topic No. 715, Compensation Retirement Benefits, were
3.95% in 2012 and 4.80% in 2011. |
(6) |
For 2013, amounts shown reflect matching contributions we made to the GATX Salaried Employees Retirement Savings Plan for each named executive officer ($7,650). For all
periods presented, this column excludes dividends on SARs, performance shares and restricted stock units held by each named executive officer because those dividends are included in the grant date fair value amounts for stock awards as reported in
columns (e) and (f) of the table above and in column (m) of the Grants of Plan-Based Awards Table. |
|
|
|
21 |
|
GATX CORPORATION - 2014 Proxy Statement |
EXECUTIVE COMPENSATION TABLES
Grants of Plan-Based Awards Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) |
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
|
|
All Other Option Awards: Number
of Securities Underlying Options (#)(3) |
|
|
Exercise or Base Price of Option Awards ($) |
|
Closing Price on Date of
Grant ($) |
|
|
Grant Date Fair Value of Stock &
Option Awards ($) |
|
Name |
|
Grant Date |
|
|
Threshold ($) |
|
Target ($) |
|
Maximum ($) |
|
|
Threshold (#) |
|
|
Target (#) |
|
|
Maximum (#) |
|
|
|
|
|
(a) |
|
(b) |
|
|
(c) |
|
(d) |
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
(j) |
|
|
(k) |
|
(l) |
|
|
(m) |
|
Brian A. Kenney |
|
|
1/1/2013 |
|
|
646,869 |
|
924,099 |
|
|
1,570,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/24/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,500 |
|
|
45.891 |
|
|
46.69 |
|
|
|
1,180,625 |
|
|
|
|
1/24/2013 |
|
|
|
|
|
|
|
|
|
|
|
6,568 |
|
|
|
26,270 |
|
|
|
52,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,205,557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Lyons |
|
|
1/1/2013 |
|
|
212,848 |
|
304,068 |
|
|
516,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/24/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,900 |
|
|
45.891 |
|
|
46.69 |
|
|
|
338,131 |
|
|
|
|
1/24/2013 |
|
|
|
|
|
|
|
|
|
|
|
1,875 |
|
|
|
7,500 |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
344,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James F. Earl |
|
|
1/1/2013 |
|
|
280,084 |
|
400,120 |
|
|
680,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/24/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,200 |
|
|
45.891 |
|
|
46.69 |
|
|
|
362,688 |
|
|
|
|
1/24/2013 |
|
|
|
|
|
|
|
|
|
|
|
2,013 |
|
|
|
8,050 |
|
|
|
16,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
369,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas A. Ellman |
|
|
1/1/2013 |
|
|
135,654 |
|
193,791 |
|
|
329,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/24/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,300 |
|
|
45.891 |
|
|
46.69 |
|
|
|
175,677 |
|
|
|
|
1/24/2013 |
|
|
|
|
|
|
|
|
|
|
|
973 |
|
|
|
3,892 |
|
|
|
7,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
178,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah A. Golden |
|
|
1/1/2013 |
|
|
159,781 |
|
228,259 |
|
|
388,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/24/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,600 |
|
|
45.891 |
|
|
46.69 |
|
|
|
219,124 |
|
|
|
|
1/24/2013 |
|
|
|
|
|
|
|
|
|
|
|
1,223 |
|
|
|
4,890 |
|
|
|
9,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
224,407 |
|
(1) |
Amounts shown reflect target, threshold and maximum annual incentive payouts for 2013 under the GATX Cash Incentive Compensation Plan based on the achievement of net income
goals. Threshold amounts represent 70% of target based on the financial goal threshold. |
(2) |
Amounts shown reflect the number of performance shares granted in 2013 under the GATX 2012 Incentive Award Plan. The percentage of each performance share award that will be
earned is based upon the achievement of two equally weighted performance goals: three-year average return on equity and three-year cumulative investment volume. |
(3) |
Amounts shown reflect the number of SARs granted in 2013 under the GATX 2012 Incentive Award Plan. |
Narrative Discussion Related to the Summary Compensation Table and Grants of Plan-Based Awards Table
Annual Incentive Awards
In 2013, the named executive officers were eligible for annual incentive awards based solely on financial performance goals measured in terms of GATX net income. The target incentive awards were payable at 100% of
budgeted net income. Threshold and maximum incentive awards (70% and 170%, respectively, of the target awards) were payable at 80% and 140% or more, respectively, of budgeted net income.
Based on individual targets and on actual net income as described in the Compensation Discussion and Analysis, 2013 incentive payouts under the GATX Cash Incentive Compensation Plan are shown in column (g) of
the Summary Compensation Table. GATX net income achievement was $164.8 million for incentive payout purposes, or 111.9% of budget, resulting in payouts at 118.7% of target.
Equity-Based Long-Term Incentives
In 2013, equity-based long-term incentive awards consisted
of stock-settled stock appreciation rights (SARs) and performance shares.
SARs have a seven-year term and vest in three equal annual installments beginning on the first anniversary of the
grant date. The grant price is based on the average of the high and low prices of GATX common stock on the date of grant. Dividend equivalents accrue on SAR grants and are not paid until vesting and each quarter thereafter until the SARs are
exercised or expire. The SARs granted to the named executive officers on January 27, 2013 will vest in three equal installments on January 27 of 2014, 2015 and 2016.
The number of SARs awarded in 2013 and their grant date fair value are shown in columns (j) and (m), respectively, in the Grants of Plan-Based Awards Table. The grant date fair value of the 2013, 2012 and
2011 SAR awards are shown in column (f) of the Summary Compensation Table for each year granted.
The percentage of each performance share award
that will be earned is based on the extent to which pre-established goals on two independent performance measures, each of which is weighted at 50%, are achieved over a three-year performance period ending on December 31, 2015. The two
performance measures are three-year average return on equity (defined as net income divided by average equity) and three-year
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
22 |
EXECUTIVE COMPENSATION TABLES
cumulative investment volume (defined as the sum of cumulative GAAP-basis portfolio investments and capital additions as reported on the Companys audited statement of cash flows for each
year in the performance period), subject to adjustment.
The number of performance shares earned at the end of the performance period ranges from 0% to
200% of the initial target grant. For the return on equity component, the 2013 target grant will be earned if return on equity is 100% of budgeted performance. The threshold and maximum number of performance shares are 25% and 200% of the target
grant, respectively. For the cumulative investment volume component, the 2013 target grant is earned if cumulative investment volume
is 99% of budgeted performance. The threshold and maximum number of performance shares are 25% and 200% of the target grant, respectively. Dividend equivalents accrue throughout the performance
period and are only paid on the number of performance shares earned at the end of the performance period.
The grant date fair value of the 2013, 2012
and 2011 performance shares are shown in column (e) of the Summary Compensation Table. The number of performance shares granted in 2013 that may be earned at target, threshold and maximum levels is shown in columns (g), (f) and (h),
respectively, of the Grants of Plan-Based Awards Table.
Outstanding Equity Awards at Fiscal Year-End
Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
|
Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned Options (#) |
|
Option Exercise Price ($) |
|
|
Option Expiration Date |
|
|
Number of Shares or Units of Stock That Have Not Vested (#) |
|
Market Value of Shares of Units of Stock That Have Not Vested ($) |
|
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
|
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($) |
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
(e) |
|
|
(f) |
|
|
(g) |
|
(h)(6) |
|
(i) |
|
|
(j)(6) |
|
Brian A. Kenney |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
62,500 |
(1) |
|
|
|
|
45.891 |
|
|
|
1/24/2020 |
|
|
|
|
|
|
|
26,270 |
(4) |
|
|
1,370,506 |
|
|
|
|
25,633 |
|
|
|
51,267 |
(2) |
|
|
|
|
44.015 |
|
|
|
1/26/2019 |
|
|
|
|
|
|
|
30,760 |
(5) |
|
|
1,604,749 |
|
|
|
|
50,000 |
|
|
|
25,000 |
(3) |
|
|
|
|
33.935 |
|
|
|
1/27/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,900 |
|
|
|
|
|
|
|
|
|
26.155 |
|
|
|
1/28/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,900 |
|
|
|
|
|
|
|
|
|
16.685 |
|
|
|
3/4/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,400 |
|
|
|
|
|
|
|
|
|
36.395 |
|
|
|
2/28/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,300 |
|
|
|
|
|
|
|
|
|
46.750 |
|
|
|
3/8/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Lyons |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
17,900 |
|
|
|
|
|
45.891 |
|
|
|
1/24/2020 |
|
|
|
|
|
|
|
7,500 |
(5) |
|
|
391,275 |
|
|
|
|
6,066 |
|
|
|
12,134 |
(2) |
|
|
|
|
44.015 |
|
|
|
1/26/2019 |
|
|
|
|
|
|
|
7,280 |
(6) |
|
|
379,798 |
|
|
|
|
12,333 |
|
|
|
6,167 |
(3) |
|
|
|
|
33.935 |
|
|
|
1/27/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,600 |
|
|
|
|
|
|
|
|
|
26.155 |
|
|
|
1/28/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,600 |
|
|
|
|
|
|
|
|
|
16.685 |
|
|
|
3/4/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,000 |
|
|
|
|
|
|
|
|
|
36.395 |
|
|
|
2/28/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,300 |
|
|
|
|
|
|
|
|
|
46.750 |
|
|
|
3/8/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
James F. Earl |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
19,200 |
(1) |
|
|
|
|
45.891 |
|
|
|
1/24/2020 |
|
|
|
|
|
|
|
8,050 |
(5) |
|
|
419,969 |
|
|
|
|
7,166 |
|
|
|
14,334 |
(2) |
|
|
|
|
44.015 |
|
|
|
1/26/2019 |
|
|
|
|
|
|
|
8,620 |
(6) |
|
|
449,705 |
|
|
|
|
18,200 |
|
|
|
9,100 |
(3) |
|
|
|
|
33.935 |
|
|
|
1/27/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,400 |
|
|
|
|
|
|
|
|
|
26.155 |
|
|
|
1/28/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,600 |
|
|
|
|
|
|
|
|
|
16.685 |
|
|
|
3/4/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,300 |
|
|
|
|
|
|
|
|
|
36.395 |
|
|
|
2/28/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,900 |
|
|
|
|
|
|
|
|
|
46.750 |
|
|
|
3/8/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas A. Ellman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
9,300 |
(1) |
|
|
|
|
45.891 |
|
|
|
1/24/2020 |
|
|
|
|
|
|
|
3,890 |
(5) |
|
|
202,941 |
|
|
|
|
2,833 |
|
|
|
5,667 |
(2) |
|
|
|
|
44.015 |
|
|
|
1/26/2019 |
|
|
|
|
|
|
|
3,390 |
(6) |
|
|
176,856 |
|
|
|
|
6,200 |
|
|
|
3,100 |
(3) |
|
|
|
|
33.935 |
|
|
|
1/27/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,900 |
|
|
|
|
|
|
|
|
|
26.155 |
|
|
|
1/28/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,200 |
|
|
|
|
|
|
|
|
|
16.685 |
|
|
|
3/4/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,500 |
|
|
|
|
|
|
|
|
|
36.395 |
|
|
|
2/28/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
|
|
|
|
|
|
46.750 |
|
|
|
3/8/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah A. Golden |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
11,600 |
(1) |
|
|
|
|
45.891 |
|
|
|
1/24/2020 |
|
|
|
|
|
|
|
4,890 |
(5) |
|
|
255,111 |
|
|
|
|
4,033 |
|
|
|
8,067 |
(2) |
|
|
|
|
44.015 |
|
|
|
1/26/2019 |
|
|
|
|
|
|
|
4,820 |
(6) |
|
|
251,459 |
|
|
|
|
8,866 |
|
|
|
4,434 |
(3) |
|
|
|
|
33.935 |
|
|
|
1/27/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
26.155 |
|
|
|
1/28/2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,400 |
|
|
|
|
|
|
|
|
|
16.685 |
|
|
|
3/4/2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,400 |
|
|
|
|
|
|
|
|
|
36.395 |
|
|
|
2/28/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,900 |
|
|
|
|
|
|
|
|
|
46.750 |
|
|
|
3/8/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
GATX CORPORATION - 2014 Proxy Statement |
EXECUTIVE COMPENSATION TABLES
(1) |
Stock appreciation rights vest in three equal annual installments on 1/24/2014, 1/24/2015 and 1/24/2016. |
(2) |
50% of the unexercisable stock appreciation rights vested on 1/26/2014 and the remainder will vest on 1/26/2015. |
(3) |
100% of the unexercisable stock appreciation rights vested on 1/27/2014. |
(4) |
Amounts shown reflect the number of target performance shares granted in 2013. A portion (ranging from 0% to 200%) will be earned subject to the achievement of specified
performance objectives and will vest on 12/31/2015. |
(5) |
Amounts shown reflect the number of target performance shares granted in 2012. A portion (ranging from 0% to 200%) will be earned subject to the achievement of specified
performance objectives and will vest on 12/31/2014. |
(6) |
Market value of restricted stock units and performance shares is based on the closing price of GATX common stock on the last trading day of the year, December 31, 2013,
which was $52.17 per share. |
Option Exercises and Stock Vested Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
Stock Awards(1)(2) |
|
Name |
|
Number of Shares Acquired on Exercise (#) |
|
|
Value Realized on Exercise ($) |
|
|
Number of Shares Acquired on Vesting (#) |
|
|
Value Realized on Vesting ($) |
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
Brian A. Kenney |
|
|
31,100 |
|
|
|
360,449 |
|
|
|
43,768 |
|
|
|
2,513,627 |
|
Robert C. Lyons |
|
|
7,800 |
|
|
|
87,165 |
|
|
|
10,823 |
|
|
|
621,448 |
|
James F. Earl |
|
|
25,300 |
|
|
|
530,455 |
|
|
|
16,159 |
|
|
|
925,990 |
|
Thomas A. Ellman |
|
|
0 |
|
|
|
0 |
|
|
|
5,513 |
|
|
|
315,712 |
|
Deborah A. Golden |
|
|
5,200 |
|
|
|
40,768 |
|
|
|
7,874 |
|
|
|
451,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Amounts shown reflect the number and value of the restricted stock units that vested on February 25, 2013. These restricted stock units were granted as part of the 2010
annual incentive payout under the GATX Cash Incentive Compensation Plan (representing 25% of the total 2010 award). |
(2) |
Amounts shown include the number and value of performance shares earned during the 2011-2013 performance period as described in the Compensation Discussion and Analysis
section of this Proxy Statement. Although the plan performance was determined after calendar year-end on January 30, 2014, the amounts are reported in the table above (and not in the Outstanding Equity Awards at Fiscal Year-End table) to
reflect the actual value earned in 2013 for the 2011-2013 performance period. |
Pension Benefits Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Plan Name |
|
Number of
Years Credited Service
(#) |
|
|
Present Value of
Accumulated Benefit ($) (1)(2) |
|
|
Payments
During Last
Fiscal Year ($)
|
|
(a) |
|
(b) |
|
(c) |
|
|
(d) |
|
|
(e) |
|
Brian A. Kenney |
|
GATX Non-Contributory Pension Plan for Salaried Employees |
|
|
18.2 |
|
|
|
311,323 |
|
|
|
0 |
|
|
|
GATX Supplemental Retirement Plan |
|
|
18.2 |
|
|
|
2,460,078 |
|
|
|
0 |
|
Robert C. Lyons |
|
GATX Non-Contributory Pension Plan for Salaried Employees |
|
|
17.3 |
|
|
|
345,062 |
|
|
|
0 |
|
|
|
GATX Supplemental Retirement Plan |
|
|
17.3 |
|
|
|
621,137 |
|
|
|
0 |
|
James F. Earl |
|
GATX Non-Contributory Pension Plan for Salaried Employees |
|
|
25.9 |
|
|
|
748,346 |
|
|
|
0 |
|
|
|
GATX Supplemental Retirement Plan |
|
|
25.9 |
|
|
|
2,301,590 |
|
|
|
0 |
|
Thomas A. Ellman |
|
GATX Non-Contributory Pension Plan for Salaried Employees |
|
|
17.3 |
|
|
|
275,843 |
|
|
|
0 |
|
|
|
GATX Supplemental Retirement Plan |
|
|
17.3 |
|
|
|
237,527 |
|
|
|
0 |
|
Deborah A. Golden |
|
GATX Non-Contributory Pension Plan for Salaried Employees |
|
|
8.0 |
|
|
|
264,506 |
|
|
|
0 |
|
|
|
GATX Supplemental Retirement Plan |
|
|
8.0 |
|
|
|
347,310 |
|
|
|
0 |
|
(1) |
Present value of accumulated benefit is calculated as the amount payable at age 65. The GATX Non-Contributory Pension Plan for Salaried Employees Plan assumption is that 75%
elect the lump sum option and 25% elect the annuity option at retirement. The GATX Supplemental Retirement Plan calculations use each executives actual election for payment of future benefit; all executives shown have elected a lump sum form
of payment. The value of the annuity option is calculated using December 31, 2013, ASC Topic No. 715, Compensation Retirement Benefits, disclosure assumptions (4.8% interest rate, RP-2000 Combined Healthy Mortality Table
projected to 2020 by scale AA). Lump sums are valued at age 65 using the IRS three-segment lump sum rates and are then discounted back from age 65 to December 31, 2013 at 4.8%. |
(2) |
Named executive officers may also qualify for subsidized early retirement benefits as described in the narrative below. |
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
24 |
EXECUTIVE COMPENSATION TABLES
Narrative Discussion Related to Pension Benefits Table
Named executive officers participate in our Non-Contributory Pension Plan for Salaried Employees (the
Qualified Plan), which covers salaried employees of GATX and its domestic subsidiaries.
All named executive officers have met the
Qualified Plans vesting requirement. Subject to certain limitations imposed by law, pensions are based on years of service and average monthly compensation during (i) the five consecutive calendar years of highest compensation during the
last 15 calendar years preceding retirement or the date on which employment terminates or (ii) the 60 consecutive calendar months preceding retirement or the date on which employment terminates, whichever is greater. Benefits under the
Qualified Plan are not subject to any deduction for Social Security or other offset amounts.
Annual benefits in excess of certain limits imposed by the
Employee Retirement Income Security Act of 1974 or the Internal Revenue Code on payments from the Qualified Plan will be paid by the Company under the GATX Supplemental Retirement Plan (the Non-Qualified Plan). The Non-Qualified
Plan is designed to restore those benefits that would otherwise be limited by statutory regulations. Payments are made as a single lump sum amount representing the actuarially equivalent present value of the benefit payable at age 65. Payments
made pursuant to the Non-Qualified Plan are funded from the general assets of the Company.
Key provisions of the Qualified Plan include the following:
|
|
Participation. Participation begins on January 1 or July 1 coincident with or next following
completion of one year of service and attainment of age 21. |
|
|
Normal Retirement Benefits. Normal retirement is at age 65 with 5 years of
credited service. The Basic Formula is a Base Benefit equal to 1% of Average Monthly Compensation multiplied by years of Benefit Service plus an Excess Benefit equal to 0.65% of Average Monthly
|
|
|
Compensation in excess of monthly Social Security Covered Compensation multiplied by years of Benefit Service (to a maximum of 35 years). |
|
|
Early Retirement Benefits. Qualified benefits can commence at any age in the form of an annuity with
the accrued benefit actuarially reduced for commencement before age 65, or as a single lump sum payment representing the actuarially equivalent present value of the age 65 benefit. Qualified benefits accrued prior to July 1, 2007 and
payable in annuity form to employees who (a) are at least age 55 with 15 or more years of service, or (b) have at least 30 years of service and whose age plus service total 90 or more, are subject to a partial rather than full
actuarial reduction for early commencement. |
Compensation is defined as regular earnings during the calendar year,
including covered bonuses but excluding deferred and contingent compensation. For named executive officers, compensation includes salary and annual incentive awards paid under the GATX Cash Incentive Compensation Plan. For the Final Average Pay
Formula, Social Security Covered Compensation means the 35-year average of Social Security taxable wage bases in effect up to and including the year in which an individual attains Social Security Normal Retirement Age calculated
in accordance with Revenue Ruling 89-70.
For unmarried participants, the normal form of payment is a life annuity. For married participants, the normal
form of payment is a 50% joint-and-survivor annuity. Optional forms of payment include a single lump sum of the accrued pensions actuarially equivalent present value, or a joint and survivor co-pensioner annuity. All forms of payment have the
same actuarially equivalent value as the life annuity.
The present value of accumulated pension benefits for each named executive officer is shown in
column (d) of the Pension Benefits Table.
Potential Payments upon Termination or
Change of Control
Except for the Agreements of Employment Following a Change of Control (COC Agreements) described
in the Compensation Discussion and Analysis, we have not entered into employment agreements with any of the named executive officers. They participate in the same plans and are subject to the same treatment as all other salaried employees in the
event of termination due to voluntary resignation, discharge for cause, involuntary separation, death, disability and retirement. This discussion therefore focuses solely on termination in the event of a change of control of GATX. The key provisions
of the COC
Agreements are described below, followed by a table that shows the amounts that we would pay or the benefits we would provide to each named executive officer in a change of control situation.
Key Provisions of the COC Agreements. Each named executive officer has entered into a COC Agreement that
provides certain benefits should employment be terminated or constructively terminated following a change of control (COC). Key terms under the agreements include the following:
|
|
|
Executive Benefit |
|
Description |
Agreement Term and Amendment |
|
Agreement effective
for two-year rolling term and renews automatically each year unless GATX gives 60-days advance notice of non-renewal |
|
|
Employment period is
two years |
|
|
Unless a COC occurs,
employment is at will |
Payment Triggers |
|
Involuntary
termination without cause or voluntary termination for good reason within two years following a COC |
|
|
|
25 |
|
GATX CORPORATION - 2014 Proxy Statement |
EXECUTIVE COMPENSATION TABLES
|
|
|
Executive Benefit |
|
Description |
|
|
Failure of a
successor to assume the Agreement |
|
|
Termination prior to,
but in contemplation of, a COC |
|
|
Payments are not
triggered in the event of death, disability, cause or voluntary termination for other than good reason |
Severance Benefits |
|
Three times (two
times, in the case of Mr. Ellman) base salary and target annual bonus (paid in lump sum) |
|
|
Three years (two
years, in the case of Mr. Ellman) of additional age and service credit for retirement purposes |
|
|
Three years (two
years, in the case of Mr. Ellman) of additional coverage in health and welfare plans (such coverage becomes secondary if re-employed); thereafter, coverage continues at executives cost until eligible for Medicare |
|
|
Outplacement at a
maximum cost of 10% of salary |
|
|
Pro rata portion of
target bonus for the year in which the COC occurs for the actual period served during the year of the COC prior to termination and payment of previously deferred compensation plus interest (Accrued Obligations) |
Excise Tax Gross Up |
|
Provided unless value
of severance benefits is within 110% of the level that would not trigger excise taxes; if so, the amount of severance benefits otherwise payable is reduced so that excise taxes are not imposed |
|
|
Benefit is not
included in COC agreements entered into after 2009 |
Enforcement and Legal Fees |
|
Payable by Company
unless a court determines that such payment was unjust |
Definition of Key Terms |
|
COC means any of the
following: |
|
|
the acquisition of 20% or more of the Companys outstanding shares or voting securities |
|
|
a turnover in a majority of the Companys board members |
|
|
consummation of a reorganization, merger, consolidation, sale or disposition of substantially all assets unless shareholders
immediately prior to the merger beneficially own more than 65% of outstanding shares or voting power of the resulting entity |
|
|
consummation of a reorganization, merger, consolidation, sale or disposition of substantially all assets of any subsidiary or 10-K
business segment that is the primary employer of the executive |
|
|
shareholder approval of liquidation or dissolution of the Company |
|
|
Cause means the
willful illegal conduct, gross misconduct or continued failure of the executive to perform his or her duties after receipt of written notice and explanation of performance shortfalls |
|
|
Good Reason means any
of the following: |
|
|
a material diminution of the executives authority or duties |
|
|
a material diminution in base compensation |
|
|
a material diminution in the budget over which authority is retained |
|
|
a material change in geographic location at which services must be
performed |
Amounts Payable Under the COC Agreements. The table below reflects
certain assumptions made in accordance with the SECs rules, namely that (a) the COC and termination of employment occurred on December 31, 2013, and (b) the value of a share of the Companys common stock on
December 31, 2013, the last trading day of the year, was $52.17. It includes the lump sum payments associated with the benefits described above, as well as the value of all equity awards for which vesting is accelerated as provided under the
2004 GATX Equity Incentive Compensation Plan or the GATX 2012 Incentive Award Plan. The table excludes the following
payments and benefits that are not enhanced by the termination of employment following a COC:
|
|
accrued vacation pay, health plan continuation and other similar amounts payable when employment terminates under programs applicable to our salaried employees
generally |
|
|
stock options or SARs that have vested and are exercisable as shown in Column (b) of the Outstanding Equity Awards at Fiscal Year-End Table
|
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
26 |
EXECUTIVE COMPENSATION TABLES
|
|
performance shares that have vested as shown in Column (e) of the Option Exercises and Stock Vested Table |
|
|
the present value of pension benefits calculated in accordance with the assumptions applicable to all
|
|
|
participants in the GATX Non-Contributory Pension Plan for Salaried Employees.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance ($) |
|
|
Bonus (Accrued Obligations) ($)(1) |
|
|
SRP Payment ($)(2) |
|
|
Gross-up Payment ($)
|
|
|
Accelerated Vesting of Equity
Awards(3) |
|
|
Outplacement ($) |
|
|
Total Value ($) |
|
Name |
|
|
|
|
|
SARs ($) |
|
|
Performance Shares
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian A. Kenney |
|
|
5,571,600 |
|
|
|
928,600 |
|
|
|
2,145,183 |
|
|
|
4,824,655 |
|
|
|
1,266,395 |
|
|
|
2,975,255 |
|
|
|
92,860 |
|
|
|
17,804,548 |
|
Robert C. Lyons |
|
|
2,229,720 |
|
|
|
306,040 |
|
|
|
703,029 |
|
|
|
1,759,922 |
|
|
|
323,802 |
|
|
|
771,073 |
|
|
|
43,720 |
|
|
|
6,137,306 |
|
James F. Earl |
|
|
2,928,420 |
|
|
|
401,940 |
|
|
|
1,571,705 |
|
|
|
3,009,397 |
|
|
|
403,391 |
|
|
|
869,674 |
|
|
|
57,420 |
|
|
|
9,241,947 |
|
Thomas A. Ellman |
|
|
1,216,000 |
|
|
|
228,000 |
|
|
|
322,780 |
|
|
|
0 |
|
|
|
161,138 |
|
|
|
379,797 |
|
|
|
38,000 |
|
|
|
2,345,715 |
|
Deborah A. Golden |
|
|
1,835,040 |
|
|
|
229,380 |
|
|
|
459,442 |
|
|
|
1,324,212 |
|
|
|
219,447 |
|
|
|
506,570 |
|
|
|
38,230 |
|
|
|
4,612,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents the executives current target bonus amount. |
(2) |
Represents the present value of the incremental portion of non-qualified pension benefits calculated using the discount rate specified in the COC Agreements instead of the
GATX Non-Contributory Pension Plan for Salaried Employees attributable to three years (two years, in the case of Mr. Ellman) of additional age and service credit. |
(3) |
Under the GATX 2004 Equity Incentive Compensation Plan and the GATX 2012 Incentive Award Plan, a termination following a change of control results in the accelerated vesting
of all unvested SARs, restricted stock and performance share grants. Performance against goals is assumed to be at target with respect to performance shares. |
|
|
|
27 |
|
GATX CORPORATION - 2014 Proxy Statement |
DIRECTOR COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Fees Earned
or Paid in Cash
($)(1) |
|
|
Stock
Awards ($)(2)(3) |
|
|
Total
($) |
|
(a) |
|
(b) |
|
|
(c) |
|
|
(h) |
|
Anne L. Arvia |
|
|
92,000 |
|
|
|
85,000 |
|
|
|
177,000 |
|
Ernst A. Häberli |
|
|
82,000 |
|
|
|
85,000 |
|
|
|
167,000 |
|
Mark G.
McGrath(4) |
|
|
87,000 |
|
|
|
85,000 |
|
|
|
172,000 |
|
James B. Ream |
|
|
91,000 |
|
|
|
85,000 |
|
|
|
176,000 |
|
Robert J. Ritchie |
|
|
76,000 |
|
|
|
85,000 |
|
|
|
161,000 |
|
David S. Sutherland |
|
|
98,000 |
|
|
|
85,000 |
|
|
|
183,000 |
|
Casey J. Sylla |
|
|
82,000 |
|
|
|
85,000 |
|
|
|
167,000 |
|
Paul G. Yovovich |
|
|
80,500 |
|
|
|
85,000 |
|
|
|
165,500 |
|
(1) |
Under the Directors Deferred Fee Plan, the following directors deferred a portion of their meeting fees and/or cash retainer into phantom stock units during 2013:
Mr. McGrath ($43,500), Mr. Ream ($12,500), Mr. Ritchie ($76,000), Mr. Sutherland ($98,000) and Mr. Yovovich ($80,500). |
(2) |
Mr. Häberli, Mr. McGrath, Mr. Ream, Mr. Ritchie, Mr. Sutherland, Mr. Sylla, Mr. Yovovich, and Ms. Arvia received stock grants with a grant date fair value of
$21,250 on January 31, April 30, July 31 and October 31. These awards were fully vested upon grant, and the amounts shown represent the dollar amounts recognized for financial statement reporting purposes for the fiscal year
ended December 31, 2013, in accordance with ASC Topic No. 718, Compensation Stock Compensation. Assumptions used to calculate these amounts are included in the Notes to our audited financial statements contained in our Annual
Report on Form 10-K for fiscal year ended December 31, 2013. |
(3) |
On December 31, 2013, our independent directors owned a total number of GATX phantom stock units as follows: Ms. Arvia (11,088), Mr. Häberli (15,311),
Mr. McGrath (37,619), Mr. Ream (14,557), Mr. Ritchie (8,226), Mr. Sutherland (30,308), Mr. Sylla (24,708) and Mr. Yovovich (3,752). |
(4) |
Mr. McGrath resigned from the Board effective January 15, 2014. |
During 2013, the Companys director compensation program consisted of the following elements and amounts shown in the table below:
2013 Director Compensation
|
|
|
|
|
Compensation Element |
|
January 1 - December 31 ($) |
|
Retainer (Annualized Amounts) |
|
|
|
|
- Cash |
|
|
55,000 |
|
- Phantom Stock |
|
|
85,000 |
|
- Lead Director |
|
|
10,000 |
|
- Audit Committee Chair |
|
|
10,000 |
|
- Compensation Committee Chair |
|
|
7,500 |
|
- Governance Committee Chair |
|
|
5,000 |
|
Per Meeting Fees |
|
|
|
|
- Board |
|
|
1,500 |
|
- Committee (all committees) |
|
|
1,500 |
|
The director compensation reported in the above table reflects retainers and fees earned in 2013 based on actual
meeting attendance. The Lead Director generally attends all committee meetings and receives meeting fees for each committee meeting he attends. Each directors phantom stock account is credited with additional units representing dividends
declared on GATX common stock based on the date such dividend is paid. At the expiration of each directors service on the Board, settlement of phantom stock units is made as soon as reasonably practical in shares of common stock equal in
number to the number of units of phantom stock then credited to his or her account. Any fractional units are paid in cash.
We offer a Deferred Fee Plan
in which non-employee directors may defer receipt of the cash portion of their annual retainer,
meeting fees or both in the form of either cash or phantom stock units. If the deferral is in cash, the deferred amount accrues interest at a rate equal to the 20-year US government bond
rate. If the deferral is in units of phantom stock, the units are credited to an account for each participating director along with dividends and are settled, following expiration of the directors service on the Board, in accordance with his
or her election/distribution form on file. Five directors participated in the Deferred Fee Plan in 2013.
The stock ownership goal for non-employee
directors is 5.0 times the annual cash retainer. New directors have five years following election to the Board to achieve this ownership goal.
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
28 |
AUDIT AND OTHER RELATED FEES
Audit Fees
The aggregate fees for professional services rendered by Ernst & Young, LLP in connection with (i) the
audit of the annual financial statements set forth in our Annual Report on Form 10-K, (ii) the review of the interim financial statements in our Quarterly Reports on Form 10-Q, (iii) comfort letters, consents and other services
related to SEC filings and (iv) related audit
services provided to other subsidiaries of GATX were $2,477,100 for 2013 and $2,321,918 for 2012. Audit fees also include the audit of the effectiveness of our internal control over financial
reporting as required by SEC rules adopted under Section 404 of the Sarbanes-Oxley Act of 2002.
Audit Related Fees
The aggregate fees for assurance and related services that were related to the performance of the audit or review of
our financial statements were $125,130 for 2013 and $122,000 for
2012. In both years, the services performed related to employee benefit plan audits.
Tax Fees
The aggregate fees for professional services rendered for federal and international tax compliance, advice, and
planning
were $4,414 for 2013 and $17,316 for 2012.
All Other Fees
Fees for other professional services rendered by Ernst & Young were $1,995 for 2013 and $1,970 for 2012,
primarily related
to access and use of Ernst & Youngs online accounting research tool.
Pre-Approval Policy
Pursuant to our pre-approval policy, the Audit Committee must pre-approve all audit and non-audit services provided
to GATX by our independent registered public accounting firm before the firm is engaged to perform the services. Each year, the Audit Committee reviews the annual audit plan submitted by the independent registered public accounting firm and
pre-approves all necessary and appropriate audit services for the year.
Each quarter, the Company and the independent registered public accounting firm
jointly provide the Audit Committee a report of all the audit-related, tax and other non-audit services that were performed by the independent registered public accounting firm during the current fiscal quarter pursuant to the authority previously
approved by the Committee. In addition,
the Company and the independent registered public accounting firm provide the Committee with an estimate of the nature and amount of the services expected to be needed in the next fiscal quarter,
together with a joint statement confirming that the services are consistent with the SECs rules on auditor independence. The Audit Committee then pre-approves those services, as appropriate. Any proposed changes to the estimate of services
reviewed as part of the annual audit plan also are discussed with the Committee at that time. The Audit Committee may delegate pre-approval authority to one or more of its members. Any member or members to whom such authority is delegated must
report any pre-approval decisions to the Audit Committee at its next scheduled meeting.
|
|
|
29 |
|
GATX CORPORATION - 2014 Proxy Statement |
AUDIT COMMITTEE REPORT
The Audit Committees responsibilities, as set forth in its Charter, include providing oversight of our
financial accounting and reporting process through periodic meetings with our management, independent registered public accounting firm, and internal auditors to review accounting, auditing, internal controls and financial reporting matters. The
Audit Committee Charter is available on our website (www.gatx.com) in the Investor Relations section under Corporate Governance.
The
Audit Committee has the ultimate authority to select and engage our independent registered public accounting firm, evaluate its performance, approve all audit and non-audit work, and approve all associated fees. GATX management is responsible for
the preparation and integrity of our financial reporting information and related systems of internal control. In the discharge of its functions, the Audit Committee relies on our management (including senior financial management), internal audit
staff and independent registered public accounting firm.
It is not the Audit Committees responsibility to plan or conduct audits or to determine
that our financial statements are complete and accurate and prepared in accordance with generally accepted accounting principles; that work is the responsibility of GATX management and our independent registered public accounting firm. In making its
recommendation to the Board noted below, the Audit Committee has relied on management to prepare the financial statements with integrity and objectivity and in conformance with generally accepted accounting principles and the report of our
independent registered public accounting firm with respect to the financial statements.
The Audit Committee consists of five directors: Anne L. Arvia
(Chair), James B. Ream, Robert J. Ritchie, Casey J. Sylla and Paul G. Yovovich, each of whom is an independent director under the NYSE listing standards applicable to Audit Committee members. The Board has determined that each
member of the Audit Committee is financially literate and has accounting and related financial management expertise, and that each is an audit committee financial expert (as such term
is defined by the SEC).
The Audit Committee has reviewed and discussed with management the audited consolidated financial statements included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
The Audit Committee has discussed with Ernst & Young, our
independent registered public accounting firm, the matters required to be discussed under Statement on Auditing Standards No. 61, Communication with Audit Committees (SAS 61), as amended and as adopted by the Public Company Accounting
Oversight Board (PCAOB) in Rule 3200T, including the quality of our accounting policies, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
The Audit Committee also has received from Ernst & Young the written disclosures regarding the auditors independence required by PCAOB Ethics and
Independence Rule 3256, Communication with Audit Committees Concerning Independence, and the Audit Committee has discussed with Ernst & Young its independence.
Based on the review and discussions noted above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year
ended December 31, 2013 for filing with the Securities and Exchange Commission.
Anne L. Arvia (Chair)
James B. Ream
Robert J. Ritchie
Casey J. Sylla
Paul G. Yovovich
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
30 |
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Each director, each executive officer named in the Summary Compensation Table, and all directors and executive officers as a group, owned the number of shares of
GATX common stock set forth in the following table:
|
|
|
|
|
Name Of Beneficial Owner |
|
Shares of Common Stock Beneficially Owned as Of February 28, 2014(1)(2) |
|
Anne L. Arvia |
|
|
11,838 |
|
James F. Earl |
|
|
180,510 |
|
Thomas A. Ellman |
|
|
49,983 |
|
Deborah A. Golden |
|
|
76,100 |
|
Ernst A. Häberli |
|
|
15,771 |
|
Brian A. Kenney |
|
|
480,334 |
|
Robert C. Lyons |
|
|
122,289 |
|
James B. Ream |
|
|
20,067 |
|
Robert J. Ritchie |
|
|
11,040 |
|
David S. Sutherland |
|
|
41,296 |
|
Casey J. Sylla |
|
|
25,224 |
|
Paul G. Yovovich |
|
|
6,554 |
|
All Directors and executive officers as a group |
|
|
1,266,716 |
|
(1) |
Includes (i) units of phantom common stock credited to the accounts of individuals and payable in shares of common stock following retirement from the Board as follows:
Ms. Arvia (11,523); Mr. Häberli (15,771); Mr. Ream (15,067); Mr. Ritchie (9,040); Mr. Sutherland (31,296); Mr. Sylla (25,224); Mr. Yovovich (4,540) and directors as a group (112,461); (ii) shares
which may be obtained by exercise of previously granted SARs within 60 days of February 28, 2014, by Mr. Earl (118,333); Mr. Ellman (34,666); Ms. Golden (55,032); Mr. Kenney (357,299); Mr. Lyons (84,799); and
directors and executive officers as a group (790,125). |
(2) |
Each person has sole investment and voting power (or shares such powers with his or her spouse), except with respect to units of phantom common stock, restricted common stock
and option grants. None of the directors or named executive officers owned 1% or more of the Companys outstanding shares of common stock except for Mr. Kenney, who owned approximately 1.04%. Directors and executive officers as a group
beneficially owned approximately 2.75% of the Companys outstanding shares of common stock. |
|
|
|
31 |
|
GATX CORPORATION - 2014 Proxy Statement |
PRINCIPAL SHAREHOLDERS
The entities listed below are the only persons known to us to beneficially own more than 5% of our common stock. To our knowledge, except as indicated in the
footnotes to this table, the entities named below have sole voting and investment power with respect to all shares beneficially owned by them. Percentage of beneficial ownership is based on 46,038,587 shares outstanding as of February 28,
2014.
|
|
|
|
|
|
|
|
|
Name And Address of Beneficial Owner |
|
Shares Beneficially Owned |
|
|
Percent of Common Stock |
|
State Farm Mutual Automobile Insurance Company(1) One State Farm
Plaza Bloomington, Illinois 61710 |
|
|
6,399,500 |
|
|
|
13.9 |
|
GAMCO Investors, Inc.(2) One Corporate
Center Rye, New York 10580 |
|
|
5,446,138 |
|
|
|
11.8 |
|
Dimensional Fund Advisors LP(3) Palisades West, Building
One, 6300 Bee Cave Road
Austin, Texas 78746 |
|
|
3,905,591 |
|
|
|
8.5 |
|
BlackRock, Inc.(4) 40 East 52nd
Street New York, New York 10022 |
|
|
3,324,483 |
|
|
|
7.2 |
|
Earnest Partners, LLC.(5)
1180 Peachtree Street NE, Suite 2300
Atlanta, Georgia 30309 |
|
|
2,697,891 |
|
|
|
5.9 |
|
The Vanguard Group, Inc.(6) 100 Vanguard
Boulevard Malvern, Pennsylvania 19355 |
|
|
2,622,499 |
|
|
|
5.7 |
|
Wellington Management Company, LLP(7) 280 Congress Street Boston, Massachusetts 02210 |
|
|
2,423,820 |
|
|
|
5.3 |
|
(1) |
Based on a Schedule 13G amendment filed with the SEC on February 12, 2014. Consists of (i) 3,336,000 shares held by State Farm Mutual Automobile Insurance
Company, (ii) 882,800 shares held by State Farm Fire and Casualty Company, (iii) 258,900 shares held by State Farm Investment Management Corp., (iv) 1,608,000 shares held by State Farm Insurance Companies Employee
Retirement Trust and (v) 313,800 shares held by State Farm Insurance Companies Savings and Thrift Plan for US Employees. Each of the foregoing entities expressly disclaims beneficial ownership as to all shares as to which such person has
no right to receive the proceeds of sale of the security and disclaims that it is part of a group under the regulations of the SEC with regard to the beneficial ownership of these shares of common stock. |
(2) |
Based on a Schedule 13D amendment filed with the SEC on April 11, 2011 and Schedule 13F filings by GAMCO Investors, Inc. and Gabelli Funds LLC with the SEC on
February 7, 2014. Consists of (i) 3,529,212 shares held by GAMCO Asset Management Inc., and (ii) 1,916,926 shares held by Gabelli Funds, LLC. GAMCO Investors, Inc. (GAMCO) and certain of its affiliated entities have
sole voting and dispositive power with respect to the reported shares, except that (i) GAMCO does not have the authority to vote 203,466 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the
shares held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in GATX and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Funds
shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such Fund under special circumstances such as regulatory
considerations and (iv) the power of Mario Gabelli and GAMCO is indirect with respect to securities beneficially owned directly by other reporting persons. GAMCO and certain of its affiliated entities may be deemed to constitute a
group under the regulations of the SEC with regard to beneficial ownership of these shares of common stock, however, GAMCO and each of these affiliated entities do not admit that they constitute a group. |
(3) |
Based on a Schedule 13G amendment filed with the SEC on February 10, 2014. Dimensional Fund Advisors LP, an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts
(such as investment companies, trusts and accounts, collectively referred to as the Funds). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment
adviser, sub-adviser and/or manager, neither Dimensional Fund Advisors LP or its subsidiaries (collectively, Dimensional) possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may
be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all shares reported above are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. |
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
32 |
PRINCIPAL SHAREHOLDERS
(4) |
Based on a Schedule 13G amendment filed with the SEC on January 29, 2014. Various persons have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, these shares. No one persons interest in these shares is greater than 5% of the total number of outstanding shares of GATX stock. |
(5) |
Based on a Schedule 13G filed with the SEC on February 14, 2014. EARNEST Partners, LLC (EARNEST) is an investment adviser registered under the Investment
Advisers Act of 1940, as amended. No client of EARNEST is known to have voting or dispositive power with respect to more than five percent of the number of outstanding shares of GATX stock. EARNEST has sole voting power with respect to 1,152,363
shares and shared voting power with respect to 464,739 shares. |
(6) |
Based on a Schedule 13G filed with the SEC on February 11, 2014. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the
beneficial owner of 25,639 shares of GATX stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 3,000
shares of GATX stock as a result of its serving as investment manager of Australia investment offerings. The Vanguard Group, Inc. and certain of its affiliated entities (collectively, Vanguard) have sole voting power with respect to
28,639 of the reported shares. Vanguard has sole dispository power with respect to 2,596,860 of the reported shares and shared dispository power with respect to 25,639 of the reported shares |
(7) |
Based on a Schedule 13G filed with the SEC on February 14, 2014. Wellington Management Company, LLP (Wellington), in its capacity as an investment adviser,
may be deemed to beneficially own 2,423,820 shares which are held of record by clients of Wellington. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such shares. No
such client is known to have such right or power with respect to more than 5% of the number of outstanding shares of GATX stock. Wellington does not have sole voting power with respect to any of the reported shares but has shared voting power with
respect to 2,014,420 shares. |
|
|
|
33 |
|
GATX CORPORATION - 2014 Proxy Statement |
OTHER INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than
10% of our common stock, to file with the SEC and the NYSE reports of their ownership, and any changes in ownership, of our common stock. In addition, SEC regulations require these persons to furnish us with copies of all such reports. Based
solely on our review of the reports furnished to us, and written representations that no other reports were required, we believe that all filing requirements applicable to our officers, directors
and greater than 10% beneficial owners were satisfied during fiscal year 2013.
Shareholder Proposals
2014 Annual Meeting Proposals
The Board does not know of any matters to be presented at the meeting other than those described in this Proxy
Statement, and we have not received notice of any shareholder proposals for the upcoming Annual Meeting. In the event that a
shareholder proposal is made at the Annual Meeting, the Proxyholders may exercise their discretionary voting authority under the proxies they hold to vote in accordance with their best judgment
on any such proposal.
2015 Annual Meeting Proposals
Any shareholder proposal for inclusion in the Companys proxy materials for the 2015 Annual Meeting pursuant to
SEC Rule 14a-8 under the Exchange Act must be received by our Corporate Secretary at the address set forth in this Proxy Statement no later than November 14, 2014. Any proposal may be included in next years proxy statement only if
such proposal complies with our Amended and Restated By-Laws and the rules and regulations promulgated by the SEC, including Rule 14a-8. Nothing in this section shall be deemed to require us to include, in our proxy materials relating to any
annual meeting, a shareholder proposal that does not meet all of the requirements for inclusion established by the SEC.
In addition, our By-laws require
that the Company be given advance written notice of any nominations for election to the
Board of Directors or any other matters that a shareholder may wish to present at an annual meeting (other than matters included in our proxy materials in accordance with Rule 14a-8 under
the Exchange Act). For any matters to be presented at the 2015 annual meeting, the Corporate Secretary must receive such notice at the address set forth in this Proxy Statement no earlier than December 26, 2014, and no later than
January 25, 2015. The notice must contain, and be accompanied by, certain information as specified in our By-Laws. We recommend that any shareholder wishing to nominate a director at, or bring any other item before, an annual meeting of
shareholders review our By-Laws, which are available on our website (www.gatx.com) in the Investor Relations section under Corporate Governance.
By Order of the Board of Directors,
Executive Vice President, General Counsel and
Corporate Secretary
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
34 |
Annex A |
|
GATX Corporation Director Independence Standard |
A director of the Company will not be considered independent if:
|
|
The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years,
an executive of the Company. |
|
|
The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in
direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent on continued service). |
|
|
(A) The director is a current partner or employee of a firm that is the Companys internal or external auditor; (B) the director has an immediate
family member who is a current partner of such firm; (C) the director has an immediate family member who is a current employee of such firm and who works on the Companys audit; or (D) the director or an immediate family member was
within the last three years a partner or employee of such firm and personally worked on the Companys audit within that time. |
|
|
The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the
Companys present executive officers at the same time serves or served on that companys compensation committee. |
|
|
The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments
from, the Company for property or services in an amount which, in any of the last three fiscal years,
|
|
|
exceeds the greater of $1 million, or 2% of such other companys consolidated gross revenues. |
|
|
The director is a partner of a firm providing tax, accounting, legal or other consulting services to the Company which received payment from the Company for such
services, in any of the last three fiscal years, in excess of $250,000. |
|
|
The director is an executive officer or employee, or an immediate family member is an executive officer, of another company that does business with the Company
and the sales by that company to the Company or purchases by that company from the Company, in any single fiscal year during the evaluation period, are more than the greater of one percent of the annual revenues of that company or $1 million.
|
|
|
The director is an executive officer or employee, or an immediate family member is an executive officer, of another company which is indebted to the Company, or
to which the Company is indebted, and the total amount of either companys indebtedness to the other at the end of the last completed fiscal year is more than one percent of the other companys total consolidated assets.
|
|
|
The director serves as an officer, director or trustee of a charitable organization, and the Companys discretionary charitable contributions to the
organization exceeded one percent of that organizations total annual charitable receipts during its last completed fiscal year. |
In addition, the Board will review all relevant facts and circumstances as to any other relationship which may exist between the Company and any director.
|
|
|
A-1 |
|
GATX CORPORATION - 2014 Proxy Statement |
Exhibit B |
|
GATX Corporation Reconciliation of Non-GAAP Financial Measures |
Non-GAAP Financial Measures
This Proxy Statement includes certain financial performance measures computed using non-GAAP components as defined by
the US Securities and Exchange Commission. We have provided a reconciliation of those non-GAAP components to the most directly comparable GAAP components. Financial measures referenced in this Proxy Statement are meant to provide additional
information and insight into the historical operating results and financial position of GATX. Management uses these measures in analyzing our financial performance from period to period and in making compensation decisions.
These measures are not in accordance with, or a substitute for, GAAP and may be different from, or inconsistent with, non-GAAP financial measures used by other companies.
We present the financial measures of return on equity and net income that exclude the effect of Tax Adjustments and Other Items. Management believes that excluding
these items facilitates a more meaningful comparison of financial performance between years and provides transparency into the operating results of our businesses.
Glossary of Key Terms
|
|
Non-GAAP Financial Measures Numerical or percentage based measures of a companys historical performance, financial position or liquidity
calculated using a component different from that presented in the financial statements as prepared in accordance with GAAP. |
|
|
Net Income, excluding Tax Adjustments and Other Items Earnings in 2013 and 2012 included certain items that GATX believes are not necessarily
related to its ongoing business activities.
|
|
|
Return on Equity Net income divided by average shareholders equity. |
|
|
Return on Equity Excluding Tax Adjustments and Other Items Net income excluding Tax Adjustments and Other Items divided by average
shareholders equity. |
|
|
Return on Equity Excluding Other Comprehensive Income (Loss) Net income divided by average shareholders equity excluding other comprehensive
income (loss). |
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
B-1 |
Reconciliation
The following table presents Shareholders' Equity, excluding
Accumulated Other Comprehensive Loss as of December 31 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
2010 |
|
Shareholders' Equity, as reported |
|
|
1,397.0 |
|
|
|
1,244.2 |
|
|
|
1,127.3 |
|
|
|
1,113.7 |
|
Add: accumulated other comprehensive loss |
|
|
42.7 |
|
|
|
144.6 |
|
|
|
169.1 |
|
|
|
110.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity, excluding Accumulated Other Comprehensive Loss |
|
|
1,439.7 |
|
|
|
1,388.8 |
|
|
|
1,296.4 |
|
|
|
1,223.7 |
|
The following table presents Net Income, excluding Tax Adjustments and Other Items for the years ended December 31 (in millions,
except per share and return on equity data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
2012 |
|
|
2011 |
|
Net Income, as reported |
|
|
169.3 |
|
|
|
137.3 |
|
|
|
110.8 |
|
Adjustments attributable to consolidated income: |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes on sale of AAE Cargo AG ("AAE") |
|
|
23.2 |
|
|
|
|
|
|
|
|
|
Foreign tax credit carryforward (1) |
|
|
(3.9 |
) |
|
|
(4.6 |
) |
|
|
|
|
Tax rate changes
(2) |
|
|
|
|
|
|
0.7 |
|
|
|
|
|
Tax benefits upon close of tax audits |
|
|
|
|
|
|
(15.5 |
) |
|
|
(4.8 |
) |
Litigation recoveries, no tax effect (3) |
|
|
|
|
|
|
|
|
|
|
(3.2 |
) |
Leveraged lease adjustment, net of tax (4) |
|
|
|
|
|
|
|
|
|
|
(3.5 |
) |
Adjustments attributable to affiliates' earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
Pretax gain on sale of AAE (1) |
|
|
(9.3 |
) |
|
|
|
|
|
|
|
|
Interest rate swaps at AAE, net of taxes (5) |
|
|
(6.9 |
) |
|
|
20.5 |
|
|
|
(0.2 |
) |
Tax rate changes
(2) |
|
|
(7.6 |
) |
|
|
(4.6 |
) |
|
|
(4.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income, excluding Tax Adjustments and Other Items |
|
|
164.8 |
|
|
|
133.8 |
|
|
|
95.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share |
|
|
3.59 |
|
|
|
2.88 |
|
|
|
2.35 |
|
Diluted Earnings per Share, excluding Tax Adjustments and Other Items |
|
|
3.50 |
|
|
|
2.81 |
|
|
|
2.01 |
|
Return on Equity |
|
|
12.8 |
% |
|
|
11.6 |
% |
|
|
9.9 |
% |
Return on Equity, excluding Tax Adjustments and Other Items |
|
|
12.5 |
% |
|
|
11.3 |
% |
|
|
8.5 |
% |
Return on Equity, excluding Accumulated Other Comprehensive Loss |
|
|
12.0 |
% |
|
|
10.2 |
% |
|
|
8.8 |
% |
(1) |
Represents benefits attributable to the utilization of foreign tax credit carryforwards. |
(2) |
Deferred tax adjustments due to an enacted statutory rate increase in Ontario in 2012 and statutory rate decreases in the United Kingdom for each of 2013, 2012, and 2011.
|
(3) |
Represents an accrual reversal resulting from the favorable resolution of a litigation matter. |
(4) |
Represents income on a leveraged lease adjustment. |
(5) |
Represents realized and/or unrealized gains/losses from AAE interest rate swaps. |
|
|
|
B-2 |
|
GATX CORPORATION - 2014 Proxy Statement |
Exhibit C |
|
Location of the 2014 Annual Meeting of the Shareholders of GATX Corporation |
The Northern Trust Company, 50 S. LaSalle Street, Chicago, Illinois
The Annual Meeting will be held in the Assembly Room, Sixth Floor, of The Northern Trust Company, which is located at 50 S. LaSalle Street on the
northwest corner of the intersection of LaSalle and Monroe Streets in Chicago, Illinois.
|
|
|
GATX CORPORATION - 2014 Proxy Statement |
|
C-1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. |
|
|
|
|
|
|
|
|
|
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE
BAR. |
|
|
|
|
|
|
|
|
|
|
The deadline for submitting proxies by Internet or
telephone is 11:59 p.m., Eastern Time, on April 24 (for registered shares) and April 21 (for Plan Shares, as defined in the Proxy Statement). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vote by Internet |
|
|
|
|
|
|
|
|
|
|
|
Go to
www.envisionreports.com/GMT |
|
|
|
|
|
|
|
|
|
|
|
Or scan the QR code with your smartphone |
|
|
|
|
|
|
|
|
|
|
|
Follow the steps outlined on the secure
website |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vote by telephone |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Call toll free 1-800-652-VOTE (8683) within the USA, US
territories & Canada on a touch tone telephone
Follow the instructions provided by the
recorded message |
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Meeting Proxy Card |
|
|
|
|
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
|
|
|
|
|
|
|
|
|
A |
|
Proposals THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES FOR |
|
+ |
|
|
DIRECTOR IN PROPOSAL 1, AND FOR PROPOSALS 2 AND 3. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
|
ELECTION OF DIRECTORS:
Nominees: |
|
For |
|
Against |
|
Abstain |
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
01 - Anne L. Arvia |
|
¨ |
|
¨ |
|
¨ |
|
04 - James B. Ream |
|
¨ |
|
¨ |
|
¨ |
|
07 - Casey J. Sylla |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02 - Ernst A. Häberli |
|
¨ |
|
¨ |
|
¨ |
|
05 - Robert J. Ritchie |
|
¨ |
|
¨ |
|
¨ |
|
08 - Paul G. Yovovich |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03 - Brian A. Kenney |
|
¨ |
|
¨ |
|
¨ |
|
06 - David S. Sutherland |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
2. |
|
RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014 |
|
|
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
3. |
|
ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
In their discretion, the Proxies are authorized to vote upon other matters as may properly come before the meeting. |
|
|
|
|
|
|
|
|
|
Change of Address Please print new address below. |
|
|
|
Comments Please print your comments below. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C |
|
Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as
such. |
|
|
|
|
|
|
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below. |
|
|
|
Signature 1 Please keep signature within the box. |
|
|
|
Signature 2 Please keep signature within the box. |
|
|
|
|
|
/
/ |
|
|
|
|
|
|
|
|
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.
The Proxy Statement and the 2013 Annual Report to Shareholders are available at: www.envisionreports.com/GMT
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy GATX Corporation
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 2014
THIS PROXY IS SOLICITED ON BEHALF OF GATX CORPORATIONS BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Brian A. Kenney, Deborah A. Golden, and Robert C. Lyons, and each of them, the
undersigneds true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Shareholders of GATX CORPORATION to be held at The Northern Trust Company, 50 South LaSalle Street,
Sixth Floor Assembly Room, Chicago, Illinois 60675 on Friday, April 25, 2014, at 9:00 a.m., and at any adjournment thereof, on all matters coming before said meeting.
This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned shareholder. If
this proxy is properly executed and returned but no direction is made, this proxy will be voted FOR all the nominees for director in proposal 1, and FOR proposals 2 and 3. Whether or not direction is made, this proxy, when properly executed, will be
voted in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting of Shareholders or any adjournment or postponement thereof.
RECEIPT IS HEREBY ACKNOWLEDGED OF THE GATX CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
(Continued and to be marked, dated, and signed, on the other side.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Meeting Proxy Card |
|
|
|
|
q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE. q
|
|
|
|
|
|
|
|
|
A |
|
Proposals THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ALL OF THE NOMINEES FOR |
|
+ |
|
|
DIRECTOR IN PROPOSAL 1, AND FOR PROPOSALS 2 AND 3. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. |
|
ELECTION OF DIRECTORS:
Nominees: |
|
For |
|
Against |
|
Abstain |
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
01 - Anne L. Arvia |
|
¨ |
|
¨ |
|
¨ |
|
04 - James B. Ream |
|
¨ |
|
¨ |
|
¨ |
|
07 - Casey J. Sylla |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02 - Ernst A. Häberli |
|
¨ |
|
¨ |
|
¨ |
|
05 - Robert J. Ritchie |
|
¨ |
|
¨ |
|
¨ |
|
08 - Paul G. Yovovich |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03 - Brian A. Kenney |
|
¨ |
|
¨ |
|
¨ |
|
06 - David S. Sutherland |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
2. |
|
RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014 |
|
|
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
3. |
|
ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION |
|
¨ |
|
¨ |
|
¨ |
|
|
|
|
|
|
|
In their discretion, the Proxies are authorized to vote upon other matters as may properly come before the meeting. |
|
|
|
|
|
|
|
|
|
|
|
B |
|
Authorized Signatures This section must be completed for your vote to be counted. Date and Sign
Below |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as
such. |
|
|
|
|
|
|
|
|
|
|
|
Date (mm/dd/yyyy) Please print date below. |
|
|
|
Signature 1 Please keep signature within the box. |
|
|
|
Signature 2 Please keep signature within the box. |
|
|
|
|
|
/
/
|
|
|
|
|
|
|
|
|
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.
The Proxy Statement and the 2013 Annual Report to Shareholders are available at: www.edocumentview.com/GMT
q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE. q
Proxy GATX Corporation
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 2014
THIS PROXY IS SOLICITED ON BEHALF OF GATX CORPORATIONS BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Brian A. Kenney, Deborah A. Golden, and Robert C. Lyons, and each of them, the
undersigneds true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual Meeting of Shareholders of GATX CORPORATION to be held at The Northern Trust Company, 50 South LaSalle Street,
Sixth Floor Assembly Room, Chicago, Illinois 60675 on Friday, April 25, 2014, at 9:00 a.m., and at any adjournment thereof, on all matters coming before said meeting.
This proxy, when properly executed and returned, will be voted in the manner directed herein by the undersigned shareholder. If
this proxy is properly executed and returned but no direction is made, this proxy will be voted FOR all the nominees for director in proposal 1, and FOR proposals 2 and 3. Whether or not direction is made, this proxy, when properly executed, will be
voted in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting of Shareholders or any adjournment or postponement thereof.
RECEIPT IS HEREBY ACKNOWLEDGED OF THE GATX CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
(Continued and to be marked, dated, and signed, on the other side.)