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. )
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☒ | 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)
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2 0 1 9 P R O X Y S T A T E M E N T
Notice of Annual Meeting of Shareholders
to be held on April 29, 2019
March 18, 2019
Dear Shareholders:
On behalf of the Board of Directors, I invite you to attend GATX Corporations 2019 Annual Meeting of Shareholders on Monday, April 29, 2019, at 12:00 p.m. Central Time, at our corporate headquarters located at 233 South Wacker Drive, 52nd Floor, Chicago, Illinois. Enclosed you will find a notice setting forth the items we expect to address at the meeting, our proxy statement, a form of proxy, and a copy of our 2018 annual report to our shareholders.
Our financial results in 2018 were significantly better than we originally anticipated. Capitalizing on an improved railcar leasing environment in North America, we realized higher fleet utilization, a higher renewal success rate, and higher lease renewal rates versus our original expectations. Maintenance expense was also lower than anticipated in 2018 due to fewer repairs performed by railroads as well as fewer tank qualifications. While we saw broad increases in market lease rates in 2018, revenue was still pressured as new lease rates remained below rates on expiring leases.
We executed on our strategy to invest aggressively in cost-advantaged railcars. In 2018, we entered into two long-term railcar supply agreements and invested more than $730 million in our North American fleet, including the acquisition of a competitors portfolio of approximately 3,100 railcars. We also continued to capitalize on strong North American secondary market demand by optimizing the fleet through railcar sales, generating significant remarketing income. In addition, our international railcar leasing business outperformed our expectations and achieved record high fleet utilization, while our American Steamship subsidiary significantly increased its profitability by operating its fleet more efficiently and capitalizing on late season demand opportunities. Lastly, our aircraft spare engine leasing joint ventures with Rolls-Royce produced another year of strong financial results.
Our outstanding operating performance during the year yielded excellent financial results as GATX:
| produced diluted earnings per share of $5.52 ($5.22 excluding tax adjustments and other items)1 |
| earned return on equity of 11.8% (13.6% excluding tax adjustments and other items)1 |
| returned more than $184 million to our shareholders through payment of dividends and share repurchases |
| invested over $900 million in our businesses around the globe. |
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 or telephone, or by signing 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.
Sincerely,
| ||
Chairman of the Board, President and Chief Executive Officer |
Important Notice Regarding the Availability of Proxy Materials
For the Shareholders Meeting to be held on April 29, 2019.
The Companys Proxy Statement for the 2019 Annual Meeting of Shareholders, the Annual Report to Shareholders for the year ended December 31, 2018, and the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018, are available at: www.envisionreports.com/GATX.
1 | Our 2018 financial results calculated in accordance with GAAP include $11.5 million of tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement. |
Notice of Annual Meeting of Shareholders |
GATX 2019 Annual Meeting of Shareholders
Date: | Monday, April 29, 2019 |
Items of Business:
Election of 9 Directors
Adoption of Advisory Resolution to Approve Executive Compensation
Ratification of Independent Registered Public Accounting Firm
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Time: | 12:00 p.m. Central Time | |||||
Place: | GATX Corporation 233 South Wacker Drive 52nd Floor Chicago, Illinois |
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Record Date: | Close of business on March 4, 2019
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Advance Voting Methods and Deadlines
Internet and telephone voting are available 24 hours a day, seven days a week up to these deadlines:
| Registered Shareholders or Beneficial Owners11:59 p.m. Eastern Time on April 28, 2019 |
| Participants in GATX 401(k) Plans8:00 a.m. Eastern Time on April 25, 2019. |
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Go to the website identified on the proxy card
Enter the Control Number printed on the proxy card
Follow instructions on the screen. |
Call the toll-free number identified on the proxy card
Enter the Control Number printed on the proxy card
Follow the recorded instructions. |
Mark your selections on the enclosed proxy card
Date and sign your name exactly as it appears on the proxy card
Promptly mail the proxy card in the enclosed postage-paid envelope.
Return promptly to ensure that it is received before the deadlines stated above. |
You can vote in person at the annual meeting. |
By Order of the Board of Directors,
Executive Vice President, General Counsel and
Corporate Secretary
GATX CORPORATION - 2019 Proxy Statement | i |
TABLE OF CONTENTS
EXECUTIVE COMPENSATION TABLES | 48 | |||||
Summary Compensation Table | 48 | |||||
Grants of Plan-Based Awards Table | 49 | |||||
Outstanding Equity Awards at Fiscal Year-End Table | 51 | |||||
Option Exercises and Stock Vested Table | 52 | |||||
Pension Benefits Table | 52 | |||||
Potential Payments upon Termination or Change of Control | 53 | |||||
Pay Ratio Disclosure | 56 | |||||
PROPOSAL 3: | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 57 | ||||
Audit Committee Evaluation | 57 | |||||
Audit Committee Report | 58 | |||||
Pre-Approval Policy | 58 | |||||
Audit and Other Related Fees | 59 | |||||
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS | 60 | |||||
PRINCIPAL SHAREHOLDERS | 61 | |||||
FORWARD-LOOKING STATEMENTS | 63 | |||||
OTHER INFORMATION | 64 | |||||
Section 16(a) Beneficial Ownership Reporting Compliance | 64 | |||||
Shareholder Proposals | 64 | |||||
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 65 |
GATX Corporation Director Independence Standard | A-1 | |||||
EXHIBIT B | Reconciliation of Non-GAAP Financial Measures | B-1 | ||||
EXHIBIT C | Location of the 2019 Annual Meeting of the Shareholders of GATX Corporation | C-1 |
ii | GATX CORPORATION - 2019 Proxy Statement |
The Board of Directors (the Board) of GATX Corporation (GATX, the Company, we, us, or our) is soliciting proxies for use at the Companys Annual Meeting of Shareholders to be held on Monday, April 29, 2019 (the Annual Meeting). This Proxy Statement and accompanying proxy card are being mailed to shareholders on or about March 18, 2019.
This summary highlights information included elsewhere in this Proxy Statement and does not contain all of the information you should consider in voting. Please read this Proxy Statement carefully before voting your shares.
Annual Meeting of Shareholders
When g April 29, 2019, 12:00 p.m. Central Time
Where g GATX Corporation,
233 South Wacker Drive, 52nd Floor, Chicago, Illinois
You may vote if you were a shareholder of record at the close of business on March 4, 2019. We hope that you will be able to attend the Annual Meeting, but if you cannot do so, it is important that your shares be represented.
We urge you to read the Proxy Statement carefully and to vote your shares in accordance with the Boards recommendations by internet or telephone, or by signing and returning the enclosed proxy card in the postage-paid envelope provided, whether or not you plan to attend the Annual Meeting.
Voting Recommendations of the Board
Item | Description | For | Against | Page | ||||||
1
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Election of directors
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18 | |||||||
2
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Adoption of advisory resolution approving our executive compensation
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28 | |||||||
3
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Ratification of independent registered public accounting firm
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57 |
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting.
Voting at the Annual Meeting (page 65)
If your shares are registered in your name with our transfer agent, you may vote in person at the Annual Meeting. If you hold your shares through a broker, bank, or other nominee, you will not be able to vote in person at the Annual Meeting unless you first obtain a legal proxy from your nominee. For further information, please see How do I vote? on page 65.
Questions and Answers (page 65)
We encourage you to review the Questions and Answers about the Annual Meeting beginning on page 65 for answers to common questions about the rules and procedures surrounding the proxy and annual meeting process.
GATX CORPORATION - 2019 Proxy Statement | 1 |
PROXY SUMMARY
CORPORATE GOVERNANCE (PAGE 7)
GATX has a long-standing commitment to strong corporate governance, which promotes the long-term interests of shareholders and strengthens Board and management accountability. Highlights of our corporate governance practices include:
✓
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Annual Election of Directors | ✓ | Annual CEO Succession Planning by Full Board | |||
✓
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Majority Voting for Directors | ✓ | Risk Oversight by Full Board and Committees | |||
✓
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Resignation Policy for Directors who Fail to Receive a Majority Vote | ✓ | Annual Board and Committee Self-Evaluations | |||
✓
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8 of 9 Director Nominees are Independent | ✓ | No Poison Pill | |||
✓
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Diversity of Experience and Skills Among Directors | ✓ | Anti-Hedging/Anti-Pledging Policies for Directors, Officers, and Employees | |||
✓
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Regular Director Skills Assessment and Board Succession Planning | ✓ | Share Ownership Requirements for Directors and Executive Officers | |||
✓
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Independent Lead Director | ✓ | Clawback Policy for Equity Awards and Incentive Compensation | |||
✓
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Independent Audit, Compensation, and Governance Committees | ✓ | Annual Say on Pay Advisory Vote | |||
✓
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Executive Sessions of Independent Directors After Each Board Meeting | ✓ | Active Shareholder Engagement Program |
DIRECTOR NOMINEES (PAGE 20)
The following table provides summary information about each director nominee. Casey J. Sylla, who currently serves on the Board, will not be standing for re-election and will be retiring at the 2019 Annual Meeting. GATX is grateful to Mr. Sylla for his 14 years of dedicated and valuable service to the Company.
Name
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Age
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Director Since
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Principal Occupation
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Committee
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Other Public Company
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Diane M. Aigotti* |
54 | 2016 | Executive Vice President, Managing Director and Chief Financial Officer, |
A, G | 0 | |||||
Anne L. Arvia* |
55 | 2009 | Executive Vice President, Banking and Financial Services, The Auto Club Group; President and Chief Executive Officer, The Auto Club Trust | A (Chair), G | 0 | |||||
Ernst A. Häberli* |
70 | 2007 | Retired; Former President, Commercial Operations International, The Gillette Company |
C, G | 0 | |||||
Brian A. Kenney |
59 | 2004 | Chairman, President and Chief Executive Officer, GATX Corporation |
None | 1 | |||||
James B. Ream* |
63 | 2008 | Former Senior Vice President Operations, American Airlines |
LD | 0 | |||||
Robert J. Ritchie* |
74 | 2011 | Retired; Former Chief Executive Officer, Canadian Pacific Railway Company |
A, G | 0 | |||||
David S. Sutherland* |
69 | 2007 | Retired; Former President and Chief Executive Officer, IPSCO, Inc. |
C (Chair), G | 2 | |||||
Stephen R. Wilson* |
70 | 2014 | Retired; Former Chairman, President and Chief Executive Officer, CF Industries Holdings, Inc. |
A, C | 1 | |||||
Paul G. Yovovich* |
65 | 2012 | President, Lake Capital | C, G (Chair) | 0 |
* | Independent Director |
1 | A = Audit Committee; C = Compensation Committee; G = Governance Committee; LD = Lead Director |
2 | GATX CORPORATION - 2019 Proxy Statement |
PROXY SUMMARY
2018 PERFORMANCE AND KEY ACCOMPLISHMENTS
1 | Amounts in the charts are based on net income, excluding tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement. |
2 | Operational data in the charts relates to our Rail North American business. |
GATX CORPORATION - 2019 Proxy Statement | 3 |
PROXY SUMMARY
Developing Leadership
In August 2018, we implemented senior organizational changes to further develop our leaders.
These changes were part of a longer-term succession planning effort by our Board to enhance our growth efforts and further drive the excellent performance our shareholders expect.
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Executing Strategy
During the year, we entered into two long-term railcar supply agreements for a total of over 12,450 railcars to be delivered through 2023.
These agreements will allow us to grow our asset base to meet the needs of our customers.
We invested more than $730 million in our North American fleet in 2018, including the acquisition of a competitors portfolio of approximately 3,100 railcars.
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Growing Internationally
In India, we continued to grow our leasing platform by doubling the size of the fleet.
Utilization in Europe reached an all-time high of 98.8%.
Executed on our strategy to diversify our European fleet beyond tank cars by expanding the size of our freight car fleet.
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Returning Capital
We concluded our 100th consecutive year of paying a dividend to our shareholders.
2018 marked the eighth consecutive year we increased our dividend.
We repurchased $115.4 million of our common stock during the year.
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4 | GATX CORPORATION - 2019 Proxy Statement |
PROXY SUMMARY
EXECUTIVE COMPENSATION (PAGE 30)
Executive Compensation Snapshot
Name and Principal Position
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Year
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Salary
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Stock
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Option
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Non-Equity
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Change in
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All Other
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Total ($)
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||||||||||||||||||||||||
(a)
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(b)
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(c)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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Brian A. Kenney |
2018 | 976,500 | 1,790,795 | 1,755,880 | 1,260,857 | 0 | 8,250 | 5,792,282 | ||||||||||||||||||||||||
Chairman of the Board, |
2017 | 956,500 | 1,535,493 | 1,571,667 | 780,695 | 1,223,234 | 8,100 | 6,075,689 | ||||||||||||||||||||||||
President and Chief |
2016 | 956,500 | 1,496,083 | 1,512,126 | 1,071,854 | 1,270,477 | 7,950 | 6,314,990 | ||||||||||||||||||||||||
Executive Officer |
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Thomas A. Ellman |
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2018 |
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493,333 |
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802,344 |
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393,597 |
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445,893 |
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0 |
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8,250 |
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2,143,417 |
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Executive Vice President |
2017 | 460,000 | 358,486 | 366,722 | 262,816 | 477,646 | 8,100 | 1,933,770 | ||||||||||||||||||||||||
and Chief Financial Officer |
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2016 |
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455,000 |
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306,819 |
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310,464 |
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305,924 |
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349,212 |
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7,950 |
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1,735,369 |
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Robert C. Lyons |
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2018 |
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536,300 |
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831,633 |
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422,023 |
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484,728 |
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0 |
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8,250 |
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2,282,934 |
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Executive Vice President |
2017 | 525,300 | 397,638 | 407,469 | 300,125 | 614,748 | 8,100 | 2,253,380 | ||||||||||||||||||||||||
and President, Rail |
2016 | 523,583 | 378,527 | 382,536 | 410,709 | 511,602 | 7,950 | 2,214,907 | ||||||||||||||||||||||||
North America |
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Deborah A. Golden |
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2018 |
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439,700 |
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294,979 |
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288,638 |
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340,644 |
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48,154 |
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8,250 |
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1,420,365 |
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Executive Vice President, |
2017 | 430,700 | 240,418 | 246,422 | 210,922 | 354,049 | 8,100 | 1,490,611 | ||||||||||||||||||||||||
General Counsel and |
2016 | 429,300 | 234,718 | 237,006 | 288,643 | 325,872 | 7,950 | 1,523,489 | ||||||||||||||||||||||||
Corporate Secretary |
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Paul F. Titterton |
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2018 |
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397,424 |
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579,890 |
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177,119 |
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267,384 |
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0 |
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8,250 |
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1,430,067 |
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Senior Vice President and Chief Operating Officer, | ||||||||||||||||||||||||||||||||
Rail North America |
(1) | For awards granted under the GATX Amended and Restated 2012 Incentive Award 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, 2018, 2017, and 2016. |
(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 2018, 2017, and 2016, respectively, assuming the highest level of performance (i.e., 200% of |
GATX CORPORATION - 2019 Proxy Statement | 5 |
PROXY SUMMARY
target) are as follows: Mr. Kenney ($3,581,590, $3,070,985, and $2,992,167); Mr. Ellman ($1,604,688, $716,971, and $613,637); Mr. Lyons ($1,663,266, $795,275, and $757,054); and Ms. Golden ($589,958, $480,836, and $469,436). The grant date fair value of the 2018 performance share award to Mr. Titterton assuming the highest level of performance (i.e., 200% of target) is $1,159,779. |
(3) | The amounts shown reflect the annual incentive awards earned under the GATX Cash Incentive Compensation Plan by each NEO for the years shown. |
(4) | Change in pension value reflects the increase in the present value of the accumulated pension benefit during the years shown. The Pension Benefits Table shows the present value of the accumulated pension benefit as of December 31, 2018 and the assumptions used in the calculation of that value. We determined the December 31, 2017 and December 31, 2016 present values using the same assumptions except that the interest rates used for discounting under ASC Topic No. 715, Compensation Retirement Benefits, were 3.68% in 2017 and 4.22% in 2016. |
(5) | For 2018, amounts shown reflect matching contributions of $8,250 we made to the GATX Salaried Employees Retirement Savings Plan for each NEO. For all periods presented, this column excludes dividends on SARs and performance shares because those dividends are included in the grant date fair value amounts for stock awards as reported in columns (e) and (f) of the table above and in column (m) of the Grants of Plan-Based Awards Table. |
See Compensation Discussion and Analysis Beginning on page 30 for more details on 2019 Executive Compensation.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 57)
Type of Fees
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2018 ($)
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2017 ($)
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Audit Fees |
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2,571,000 |
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2,613,000 | ||
Audit-Related Fees |
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139,000 |
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136,000 | ||
Tax Fees |
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43,000 |
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63,000 | ||
All Other Fees |
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2,000 |
|
2,000 | ||
TOTAL Fees |
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2,755,000 |
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2,814,000 | ||
6 | GATX CORPORATION - 2019 Proxy Statement |
| Brian A. Kenney serves as our Chairman and Chief Executive Officer |
| James B. Ream serves as our Lead Director |
| 9 of our 10 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 interests 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.
GATX CORPORATION - 2019 Proxy Statement | 7 |
CORPORATE GOVERNANCE
Director*
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Board
of
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Audit
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Compensation
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Governance
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Diane M. Aigotti |
● |
● |
● | |||||
Anne L. Arvia |
● |
C |
● | |||||
Ernst A. Häberli |
● |
● |
● | |||||
Brian A. Kenney |
C |
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James B. Ream |
L |
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Robert J. Ritchie |
● |
● |
● | |||||
David S. Sutherland |
● |
C |
● | |||||
Casey J. Sylla |
● |
● |
● |
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Stephen R. Wilson |
● |
● |
● |
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Paul G. Yovovich |
● |
● |
C | |||||
Number of 2018 meetings
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7
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6
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6
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5
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* | In the table above, C means Chair and L means Lead Director. |
8 | GATX CORPORATION - 2019 Proxy Statement |
CORPORATE GOVERNANCE
Audit Committee
Compensation Committee
GATX CORPORATION - 2019 Proxy Statement | 9 |
CORPORATE GOVERNANCE
Governance Committee
Annual Board and Committee Evaluations
Each year, the Governance Committee Chair conducts a personal interview with each Board member to gather in-depth perspectives and candid insight about Board performance and effectiveness. The Chair of each committee follows the same process to obtain feedback from committee members on the committees performance and effectiveness.
10 | GATX CORPORATION - 2019 Proxy Statement |
CORPORATE GOVERNANCE
FULL BOARD
While management is responsible for managing risk, the Board and its committees play a role in overseeing our risk management practices. We have robust internal processes and an effective internal control environment that facilitates identification and management of risk and regular communication with the Board. These include an enterprise risk management program, regular internal management disclosure committee meetings, codes of business conduct and ethics, a strong ethics and compliance program, and a comprehensive internal and external audit process. The Board implements its risk oversight function both as a whole and through delegation to Board committees, which meet regularly and report back to the Board. |
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Audit Committee |
Compensation Committee |
Governance Committee |
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Plays a key role in the Boards risk oversight process, particularly in relation to risks that could have a financial impact, such as financial reporting, taxes, accounting, disclosure, internal controls, legal matters, cybersecurity, and our ethics and compliance programs.
Discusses our risk assessment and risk management guidelines and policies with management, the internal auditors, and the independent registered public accounting firm.
Receives regular reports from management and discusses steps taken by management to monitor and control risk exposures.
Reviews all of our quarterly financial reports, including any disclosure therein of risk factors affecting us and our business.
Receives regular reports from management regarding cybersecurity and information technology risks, controls and procedures, and any specific cybersecurity issues that could affect the adequacy of our internal controls.
Provides regular reports to the Board on its risk oversight activities and any issues identified thereby.
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Manages risks associated with personnel and compensation issues, including executive compensation.
Receives regular reports from the independent compensation consultant and management concerning our compensation plans, policies, and practices.
Sets performance goals under our annual and long-term incentive plans and oversees our compensation plans, policies, and practices.
Provides regular reports to the Board on its oversight of compensation-related risks.
Together with Compensation Committees independent consultant, provides input to our human resources staff in conjunction with their annual assessment of potential risks that may be created by our compensation plans, policies, and practices. The assessment conducted for 2018 found that our compensation plans, policies, and practices did not create risks that would be reasonably likely to have a material adverse effect on GATX. In reaching this conclusion, we considered the mix of compensation paid to employees, as well as the risk control and mitigation features of our plans, including appropriate performance measures and targets, incentive plan payout maximums, our compensation clawback policy, and mandatory stock retention requirements for our executive officers.
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Manages risks associated with governance issues, such as the independence of the Board, Board effectiveness and organization, corporate governance, and director succession planning.
Reviews the skills and experience of the directors on a regular basis to ensure the diversity of relevant experience necessary for an effective Board.
Maintains corporate governance guidelines and procedures designed to assure compliance with all applicable legal and regulatory requirements and governance standards.
Provides regular reports to the Board on its activities.
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12 | GATX CORPORATION - 2019 Proxy Statement |
CORPORATE GOVERNANCE
Sustainability and Corporate Citizenship
Sustainability | People | Communities | ||||||||
Commitment to conducting business in an environmentally, socially responsible and ethical manner
Protect the health and safety of our employees and the communities where we operate
Invest in programs to make our railcar maintenance operations, vessels, and offices more efficient in order to minimize environmental impact.
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Encourage diversity and inclusiveness in our people, and respect the local cultures where we do business
Invest in training, diversity, benefit programs, and education to help us attract and retain the best and the brightest in the industry
Commitment to operating our business consistent with the highest standards of honest and ethical behavior. |
Invest in civic engagement initiatives to support the communities where we live and work
Encourage employee involvement in their local communities through charitable donations and by offering opportunities for them to tutor, mentor, build playgrounds, paint schools, work at food banks and shelters, and participate in food, clothing, and toy collection drives each year.
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GATX CORPORATION - 2019 Proxy Statement | 15 |
CORPORATE GOVERNANCE
2018 Key Initiatives and Accomplishments
Environment |
Safety |
Social |
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We seek to improve the energy efficiency of our railcar maintenance facilities, offices, and vessels by investing in key facility enhancements, engaging employees, and incorporating sustainability principles into our operations.
We strive to efficiently utilize water by seeking opportunities to reduce consumption and recycle water used by our railcar maintenance facilities, offices, and vessels.
Our American Steamship Company subsidiary continues to partner with experts in the public and private sector to develop and test new technology to achieve higher levels of purity in ballast water with the goal of eliminating non-native species from the ballast water of Great Lakes vessels.
We collaborate with our waste management vendors to reduce waste we send to landfills by identifying recycling opportunities and to ensure that the waste we produce is treated or disposed of in a safe and responsible manner.
We are committed to maintaining compliance with air quality standards at railcar maintenance facilities and on vessels by monitoring emissions, using control technology to capture and reduce emissions, and identifying opportunities to further reduce emissions by improving efficiency or substituting materials. |
GATX was the first U.S. railcar leasing company to achieve certification as a Responsible Care® Partner, as certified by the American Chemistry Council (ACC) and the Chemical Industry Association of Canada. Using the Responsible Care® framework, we have established an EHS management system that strives for continuous improvement. We continually measure our performance and set goals for improvement in many key metrics such as safety incident rate, community involvement and support, environmental emissions, workers compensation, waste generation, and energy consumption. Our management team takes an active role in developing and communicating our annual EHS goals across the organization and monitoring the Companys efforts to achieve those goals.
Our repair and maintenance facilities maintain an ongoing relationship with first responders in the communities where we operate to coordinate response plans in the event of an EHS incident involving our railcars or our facilities.
GATX offers training on the proper use of our equipment and on regulations that impact our business. We hold training sessions at our headquarters and at locations across North America through the use of our TankTrainer mobile classroom. The TankTrainer mobile classroom is a 33,500-gallon tank car outfitted with a variety of fittings, coatings and configurations. Since 1993, the TankTrainer has provided a one-of-a-kind learning experience to thousands of employees, customers, rail and yard workers, first responders and others.
|
We encourage diversity and inclusiveness in our workforce, and our policies and programs are designed to provide fair treatment of all employees.
Our operations worldwide are conducted in a manner consistent with internationally recognized principles regarding human rights, including the United Nations Universal Declaration of Human Rights and Global Compact.
GATX is proud to be the largest single corporate donor in the history of Make-A-Wish Illinois. In 2018, we were the largest corporate donor to Make-A-Wish Illinois for the sixth year in a row.
In 2018, we continued our support of the Big Shoulders Funds Patrons Program by adopting two public schools in Chicago and offering our employees the opportunity to volunteer hours, guidance, tutoring, and much needed funding to help those inner-city schools succeed over the long-term.
We invest in the training and development of our employees by offering them resources such as tuition reimbursement, professional development courses, and certification programs for maintenance personnel to enable career progression through higher skilled roles.
Our Compliance Department manages a robust compliance program intended to provide our employees with meaningful resources, training, and communication to assist them in doing their jobs in an ethical manner, while empowering them to raise questions and concerns without fear of retaliation.
|
16 | GATX CORPORATION - 2019 Proxy Statement |
ELECTION OF DIRECTORS
Director Experience, Qualifications, and Skills
GATX CORPORATION - 2019 Proxy Statement | 19 |
ELECTION OF DIRECTORS
Diane M. Aigotti | ||
|
Years of Service: 2
Age: 54
Board Committees: Audit, Governance
Ms. Aigotti has served as Executive Vice President, Managing Director and Chief Financial Officer of Ryan Specialty Group, LLC since 2010. Prior to joining Ryan Specialty Group, Ms. Aigotti served as Senior Vice President, Chief Risk Officer and Treasurer of Aon plc (f/k/a Aon Corp.) from 2000 to 2008. Earlier in her career, she served as the Vice President of Finance at The University of Chicago Hospitals and Health System from 1998 to 2000 and as Budget Director for the City of Chicago from 1995 to 1997. The Board has determined that Ms. Aigotti qualifies as an Audit Committee Financial Expert. |
Specific Qualifications, Attributes, Skills and Experience
| Extensive financial expertise, including in capital markets transactions, financial reporting, and internal controls |
| Deep understanding of the insurance industry gained through her experience as the Chief Financial Officer of a large global insurance organization |
| Substantial expertise in key areas such as financial planning and reporting, operations, risk management, treasury management, mergers and acquisitions, information technology, and tax and regulatory compliance enables her to provide valuable insights on issues critical to the Boards oversight of our business, strategy, and operations. |
Anne L. Arvia
| ||
Years of Service: 9
Age: 55
Board Committees: Audit (Chair), Governance
Ms. Arvia has served as Executive Vice President, Banking and Financial Services, The Auto Club Group and President, CEO, The Auto Club Trust, since August 2018. Previously, Ms. Arvia served as Acting President, USAA Bank, from November 2016 to May 2017 and as USAA Banks Senior Vice President and Managing Director, from August 2015 to December 2017. Before joining USAA, Ms. Arvia was President, Nationwide Direct Distribution from August 2012 to July 2015, 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, she served as President and Chief Executive Officer of ShoreBank, a community development and environmental bank, from 2001 to August 2006. She joined ShoreBank in 1991 as Assistant Controller and was named Chief Financial Officer in 1998. The Board has determined that Ms. Arvia qualifies as an Audit Committee Financial Expert. |
Specific Qualifications, Attributes, Skills and Experience
| Deep understanding of auditing, accounting standards, and financial reporting rules and regulations |
| Qualified as a Certified Public Accountant and an Audit Committee Financial Expert |
| Wealth of experience in investment, operations, risk management, and financial matters gained through her many years of senior management experience in the financial services sector. |
GATX CORPORATION - 2019 Proxy Statement | 21 |
ELECTION OF DIRECTORS
Ernst A. Häberli
| ||
Years of Service: 11
Age: 70
Board Committees: Compensation, Governance
Mr. 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. Earlier in his career, Mr. Häberli served as President of Pet International and in various roles with the Phillip Morris Companies, Inc. and Boston Consulting Group. |
Specific Qualifications, Attributes, Skills and Experience
| Extensive operating, marketing, financial, and management experience gained through his many years in senior executive positions at leading multinational companies |
| Considerable experience with mergers and acquisitions, private equity, and capital markets matters |
| Broad exposure to global business markets and significant experience with international business development and business strategies. |
Brian A. Kenney
| ||
Years of Service: 14
Age: 59
Chairman of the Board, President and Chief Executive Officer
Mr. Kenney has served as our Chairman of the Board and Chief Executive Officer since 2005 and as President since 2004. Previously, he held positions at GATX as Senior Vice President, Finance and Chief Financial Officer from 2002 to 2004, Vice President, Finance and Chief Financial Officer from 1999 to 2002, and Vice President Finance from 1998 to 1999. He first joined GATX in 1995 as Treasurer. Before coming to GATX, Mr. Kenney served as Managing Director, Corporate Finance and Banking for AMR Corporation and in various financial positions with United Airlines and Morton International, Inc. Mr. Kenney also serves as a member of the board of directors and Governance Committee of USG Corporation, a publicly held manufacturer and supplier of building supply products. |
Specific Qualifications, Attributes, Skills and Experience
| Unique perspective and insight that comes from managing the Companys business on a day-to-day basis |
| Substantial operating, risk management, and transportation industry experience |
| Extensive financial and capital markets expertise |
| Strategic leadership skills necessary to manage GATXs leasing business through market cycles while meeting the challenges of a constantly changing environment across GATXs portfolio of assets |
| Broad experience on corporate governance issues gained through his experience on public company boards of directors. |
22 | GATX CORPORATION - 2019 Proxy Statement |
ELECTION OF DIRECTORS
James B. Ream
| ||
Years of Service: 10
Age: 63
Lead Director
Mr. Ream served as Senior Vice President Operations of American Airlines from 2012 to 2014 and as Americans Senior Vice President, Maintenance and Engineering from 2010 to 2012. Previously, Mr. Ream served as Chief Executive Officer of ExpressJet Holdings, Inc., an operator of regional jets in North America, from 2001 to 2010, and President of ExpressJet from 1999 to 2010. Prior to joining ExpressJet, Mr. Ream held various positions of increasing responsibility with Continental Airlines and American Airlines. Mr. Ream was a director of Express Jet Holdings, Inc. from 2002 to 2010. |
Specific Qualifications, Attributes, Skills and Experience
| Significant experience in management, strategy, finance, and operations gained through his various senior executive roles in the transportation industry, including as Chief Executive Officer of ExpressJet Holdings, Inc. |
| Substantial experience in financing, management, maintenance, customer relations, regulatory issues, and operations of large fleets of transportation assets |
| Extensive financial, accounting, and risk management expertise |
| Enhanced perspectives on corporate governance, risk management, and other issues applicable to public companies. |
Robert J. Ritchie
Years of Service: 7
Age: 74
Board Committees: Audit, Governance
Mr. Ritchie retired as Chief Executive Officer of the Canadian Pacific Railway Company in 2006, having served in that role since 1995 and as President from 1990 to 1995. Mr. Ritchie began his career with Canadian Pacific in 1970 as a research analyst and served in a variety of increasingly responsible positions over his 36 years with the company. The Board has determined that Mr. Ritchie qualifies as an Audit Committee Financial Expert. |
Specific Qualifications, Attributes, Skills and Experience
| Critical operating, industry, commercial, railcar portfolio, and management expertise from his long career in the railroad industry, including as a Chief Executive Officer and board member of large, publicly held railroad company |
| Deep understanding of the railroad business, which comprises a significant part of the Companys railcar leasing customer base |
| Broad expertise in rail regulatory matters and industry affairs, including in international markets, gained through his experience serving on numerous North American rail associations, including the board of the Association of American Railroads |
| Financial expertise, including in accounting and controls, corporate finance, mergers and acquisitions, and capital markets. |
GATX CORPORATION - 2019 Proxy Statement | 23 |
ELECTION OF DIRECTORS
David S. Sutherland
Years of Service: 11
Age: 69
Board Committees: Compensation (Chair), Governance
Mr. Sutherland retired as President and Chief Executive Officer of IPSCO, Inc., a steel producer, in July 2007, having served in that position since January 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 April 2001 to January 2002 and Vice President of Raw Materials and Coil Processing from 1997 to 2001. Mr. Sutherland also serves as non-executive chairman and a director of United States Steel Corporation and as a director of Imperial Oil Ltd. |
Specific Qualifications, Attributes, Skills and Experience
| Proven leadership and record of achievement as the former Chief Executive of a publicly held steel producer |
| Deep knowledge of the steel industry, which is a critical raw material for the production of railcars, and the manufacturing industry, which is a key sector for the Companys business |
| Substantial senior management experience, which enables him to provide valuable insights on business operations and strategy, global markets, financial matters, and risk management |
| Broad experience on corporate governance issues gained through his experience on public company boards of directors, including his past service as our Lead Director. |
Stephen R. Wilson
Years of Service: 4
Age: 70
Board Committees: Audit, Compensation
Mr. Wilson retired as Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc., in 2014. Previously, he served as President and Chief Executive Officer of CF Industries from 2003 to 2005, and as Senior Vice President and Chief Financial Officer from 1991 to 2003. Mr. Wilson began his career with Inland Steel Industries, Inc. in 1974, and served in a variety of increasingly responsible positions in both strategic planning and finance. The Board has determined that Mr. Wilson qualifies as an Audit Committee Financial Expert. Mr. Wilson also serves on the board of directors of Ameren Corporation where he is chair of the Finance Committee and a member of the Human Resources Committee. |
Specific Qualifications, Attributes, Skills and Experience
| Demonstrated financial, operating, strategic, and business management expertise gained though his many years of experience in senior executive roles, including as the former Chief Executive Officer of CF Industries |
| Significant experience in strategic planning, regulatory environment, transformational corporate transactions, and business integration, including in numerous international markets |
| Extensive financial and accounting expertise from his experience serving as a Chief Executive Officer and Chief Financial Officer at a major publicly held corporation |
| Provides valuable rail industry customer perspective gained through his experience as the Chief Executive Officer of large fertilizer company that is a major shipper of goods by rail. |
24 | GATX CORPORATION - 2019 Proxy Statement |
ELECTION OF DIRECTORS
Paul G. Yovovich
Years of Service: 6
Age: 65
Board Committees: Compensation, Governance (Chair)
Mr. Yovovich is President of Lake Capital, a private equity firm he co-founded in 1998. He has over 30 years of experience as a senior executive, principal and corporate director, including serving as President and Chief Operating Officer of Advance Ross Corporation from 1993 to 1996 and in various executive positions with Centel Corporation from 1982 to 1992. |
Specific Qualifications, Attributes, Skills and Experience
| Broad strategic, operating, financial, accounting, regulatory, and business management experience gained through his more than 30 years of experience as a senior executive, principal, and corporate director |
| Significant experience in technology and data security issues |
| Deep expertise in transactional, investment, and capital markets matters through his many years as a private equity executive investing in, and actively overseeing the management of, Lake Capitals portfolio companies to foster growth and value creation |
| Substantial corporate governance expertise gained through his experience on serving on public company boards of directors and on the boards of Lake Capitals portfolio companies. |
GATX CORPORATION - 2019 Proxy Statement | 25 |
2017 Director Compensation
Name |
Fees Earned or Paid in Cash ($)(1) |
Stock Awards ($)(2)(3) |
NQSO ($) |
Non-equity ($) |
Change in ($) |
All
other ($) |
Total ($) | |||||||||||||||||||
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) | |||||||||||||||||||
Diane M. Aigotti |
|
80,000 |
|
|
115,000 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
195,000 | |||||||
Anne L. Arvia |
|
97,500 |
|
|
115,000 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
212,500 | |||||||
Ernst A. Häberli |
|
80,000 |
|
|
115,000 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
195,000 | |||||||
James B. Ream |
|
100,000 |
|
|
115,000 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
215,000 | |||||||
Robert J. Ritchie |
|
80,000 |
|
|
115,000 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
195,000 | |||||||
David S. Sutherland |
|
95,000 |
|
|
115,000 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
210,000 | |||||||
Casey J. Sylla |
|
80,000 |
|
|
115,000 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
195,000 | |||||||
Stephen R. Wilson |
|
80,000 |
|
|
115,000 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
195,000 | |||||||
Paul G. Yovovich |
|
90,000 |
|
|
115,000 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
205,000 | |||||||
(1) | Under the Directors Deferred Fee Plan, the following directors deferred a portion of their cash retainer into phantom stock units during 2018: Ms. Aigotti ($40,000), Mr. Ream ($20,000), Mr. Ritchie ($80,000), Mr. Sutherland ($95,000), and Mr. Yovovich ($90,000). |
(2) | Ms. Aigotti, Ms. Arvia, and Messrs. Häberli, Ream, Ritchie, Sutherland, Sylla, Wilson, and Yovovich, received stock grants with a grant date fair value of $28,750 on January 31, April 30, July 31, and October 31, 2018. These awards were fully vested upon grant, and the amounts shown represent the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2018, in accordance with Accounting Standards Codification (ASC) Topic No. 718, Compensation Stock Compensation. Assumptions used to calculate these amounts are included in the Notes to the Companys audited financial statements contained in the Companys Annual Report on Form 10-K for fiscal year ended December 31, 2018. |
(3) | The aggregate number of GATX phantom stock units held on December 31, 2018 was: Ms. Aigotti (4,370), Ms. Arvia (21,473), Mr. Häberli (26,307), Mr. Ream (27,092), Mr. Ritchie (25,744), Mr. Sutherland (52,670), Mr. Sylla (37,069), Mr. Wilson (7,218), and Mr. Yovovich (21,377). |
The Companys director compensation program for 2018 consisted of the following amounts shown in the table below:
Our 2018 Director Compensation Program
Retainer (Annualized Amounts) | January 1 - December 31 ($) | |
- Cash |
80,000 | |
- Phantom Stock |
115,000 | |
- Lead Director |
20,000 | |
- Audit Committee Chair |
17,500 | |
- Compensation Committee Chair |
15,000 | |
- Governance Committee Chair |
10,000 | |
26 | GATX CORPORATION - 2019 Proxy Statement |
DIRECTOR COMPENSATION
GATX CORPORATION - 2019 Proxy Statement | 27 |
PROPOSAL 2: | ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION |
1 | Our 2018 financial results calculated in accordance with GAAP include $11.5 million of tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement. |
28 | GATX CORPORATION - 2019 Proxy Statement |
PROPOSAL 2: ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
The Board of Directors recommends that you vote FOR adoption of the advisory resolution to approve the compensation of our named executive officers as disclosed in this Proxy Statement.
GATX CORPORATION - 2019 Proxy Statement | 29 |
COMPENSATION DISCUSSION AND ANALYSIS
This section discusses material information relating to our executive compensation program and plans for our named executive officers (NEOs):
(1) | Mr. Lyons has served as Executive Vice President and President, Rail North America since August 9, 2018. Previously, he served as Executive Vice President and Chief Financial Officer. |
(2) | Mr. Ellman has served as Executive Vice President and Chief Financial Officer since August 9, 2018. Previously, he served as Executive Vice President and President, Rail North America. |
(3) | Mr. Titterton has served as Senior Vice President and Chief Operating Officer, Rail North America since August 9, 2018. Previously, he served as Senior Vice President and Chief Commercial Officer, Rail North America. |
TABLE OF CONTENTS:
30 | GATX CORPORATION - 2019 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
Our Business and Strategy
* | The Lease Price Index is an internally generated business indicator measuring the percentage change between the average renewal lease rate and the average expiring lease rate weighted by fleet composition. Excludes boxcar fleet. |
GATX CORPORATION - 2019 Proxy Statement | 31 |
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Principles
32 | GATX CORPORATION - 2019 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Plan Design
Note: The percentages in the charts above reflect the base salary and incentive targets in effect for the named executive officers for 2018, and thus are not intended to match amounts shown in the Summary Compensation Table or the Grant of Plan-Based Awards Table.
Incentive Type
|
Compensation
|
How Determined/
|
Key Features &
|
Form of Payment
| ||||
FIXED | Base Salary | Typically consider market pay levels, specific responsibilities and experience of each NEO, and his or her individual performance
|
Attract and retain key talent
Provide a degree of financial certainty |
Cash | ||||
PERFORMANCE- BASED INCENTIVES |
Annual Incentive Awards |
Achievement of Company net income goal. We set annual incentive opportunities to be competitive with market
|
Drive achievement of key business results on an annual basis |
Cash | ||||
Long-Term Equity Based Incentive Awards |
Achievement of Company return on equity and investment volume goals. We set target long-term incentive opportunities to be competitive with market. The value of regular, annual long-term incentive awards to each NEO is divided equally between stock options and performance shares
|
Directly tie interests of our NEOs to those of our shareholders
Reward achievement of long-term objectives, typically over a three-year performance period
Reward creation of long-term shareholder value
|
Non-qualified stock options or stock appreciation rights and performance shares (can elect to receive cash payout if certain conditions have been met) |
GATX CORPORATION - 2019 Proxy Statement | 33 |
COMPENSATION DISCUSSION AND ANALYSIS
2018 Key Management Objectives
2018 Key Accomplishments
Strong Earnings |
Net income of $211.3 million ($199.8 million excluding tax adjustments and other items)1
Diluted earnings per share of $5.52 ($5.22 excluding tax adjustments and other items)1
Return on equity of 11.8% (13.6% excluding tax adjustments and other items)1
| |
Excellent Operating Performance |
Achieved high fleet utilization (excluding boxcars) of over 99%
Placed the majority of our 2019 new railcar deliveries with customers well in advance of their delivery dates
Optimized our fleet by selling railcars into a robust secondary market, generating $66.1 million in remarketing income in North America
Invested over $900 million globally, primarily in our rail business in North America, Europe and India
| |
Returned Cash to Shareholders |
Increased our dividend for the 8th consecutive year to $1.76 per share, completing our 100th year of uninterrupted dividends
Returned over $184 million to shareholders through share repurchases and dividends.
|
1 | Our 2018 financial results calculated in accordance with GAAP include $11.5 million of tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement. |
34 | GATX CORPORATION - 2019 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
Performance Measures, Goal Setting, and Pay-for-Performance Alignment
Annual Incentive Plan Measure
Net Income1
1 | For annual incentive award purposes, net income excludes tax adjustments and other items. For a reconciliation of net income, excluding tax adjustments and other items, to net income, calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement. |
GATX CORPORATION - 2019 Proxy Statement | 35 |
COMPENSATION DISCUSSION AND ANALYSIS
Performance Share Plan Measures
Return on Equity1 | Investment Volume | |
|
|
1 | We report return on equity, calculated in accordance with GAAP, in our financial statements. We also use return on equity as a performance measure for our long-term equity incentive awards, including our performance shares. For purposes of calculating performance share plan results, return on equity excludes (i) the impact of the Tax Cuts and Jobs Act of 2017 and (ii) accumulated other comprehensive income for each year. Please see Exhibit B of this Proxy Statement for a reconciliation of return on equity calculated for performance share purposes to return on equity calculated in accordance with GAAP. |
36 | GATX CORPORATION - 2019 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
CEO Pay-For-Performance Alignment
|
|
1 | Amounts in the charts are based on net income, excluding tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP for 2016, 2017, and 2018, please see Exhibit B to this Proxy Statement. |
GATX CORPORATION - 2019 Proxy Statement | 37 |
COMPENSATION DISCUSSION AND ANALYSIS
Shareholder Return and CEO Compensation
* Amounts are as reported in the Summary Compensation Table, less changes in pension value.
2018 Say-on-Pay Vote
38 | GATX CORPORATION - 2019 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
GATXs Executive Compensation Practices
What We Do | What We Dont Do | |
✓ Pay for PerformanceApproximately 73% of our executives total direct compensation is performance-based
✓ Robust Stock Ownership GuidelinesWe have stock ownership guidelines for executive officers of 5.0x base salary for CEO and 2.5x base salary for other executive officers
✓ Stock Retention RequirementsWe require our executive officers to retain 50% of the after-tax profits realized from their GATX equity awards until stock ownership guidelines are met
✓ Annual Say-on-Pay VoteWe seek an annual non-binding advisory vote from our shareholders to approve compensation paid to our NEOs as disclosed in our proxy statement
✓ Clawback PolicyOur policy provides for the recovery of equity awards and incentive compensation paid to executive officers in the event of a material restatement of our financial results
✓ Independent Compensation ConsultantThe Compensation Committee retains an independent compensation consultant and reassesses independence annually
✓ Annual Review of CompensationThe Compensation Committee, with input from its independent compensation consultant, conducts an annual review of all of our compensation programs in light of current best practices
✓ Annual Compensation Risk AssessmentEach year we perform an assessment of any risks that could result from our compensation plans and programs
|
Ò Employment AgreementsWe do not provide our executive officers with employment agreements, other than agreements that provide severance in connection with a change in control
Ò Hedging/Pledging of Company StockWe prohibit our officers, directors, and employees from hedging, margining, pledging, short-selling, or publicly trading options in our stock
Ò Tax Gross-UpsWe do not provide tax gross-ups, other than in agreements entered into prior to 2009 and will eliminate the tax gross-ups from those agreements if they are amended in the future
Ò Dividends on Unvested Equity AwardsWe do not pay dividends on unvested equity awards, including options, restricted stock, and performance shares
Ò PerquisitesWe do not provide excessive perquisites to our NEOs
Ò Repricing or Exchange of Underwater OptionsWe prohibit share repricing without shareholder approval
Ò Single-Trigger Change of Control Vesting/BenefitsWe do not allow for single-trigger vesting or payment of benefits upon a change of control. Rather, we require double-trigger, or both a change of control and termination of executives employment, before vesting is accelerated |
GATX CORPORATION - 2019 Proxy Statement | 39 |
COMPENSATION DISCUSSION AND ANALYSIS
2018 Annual Incentive Plan Design For Executive Officers | ||||||||
Net Income (Millions) |
Achievement (Actual/Budget Net Income) |
Payout | ||||||
Threshold |
$136.6 | 80 | % | 70% | ||||
Target (Goal) |
$170.7 | 100 | % | 100% | ||||
Maximum |
$239.0 | 140 | % | 170% |
Long-Term Equity Based Incentive Awards
Process for Granting Awards
Award Types and How Each Fits Into Our Program
1 | For annual incentive award purposes, net income excludes tax adjustments and other items. For a reconciliation of net income, excluding tax adjustments and other items, to net income, calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement. |
GATX CORPORATION - 2019 Proxy Statement | 41 |
COMPENSATION DISCUSSION AND ANALYSIS
Rationale
Formula for Determining Award Numbers
GATX CORPORATION - 2019 Proxy Statement | 43 |
COMPENSATION DISCUSSION AND ANALYSIS
2018 Long-Term Incentive Payouts
Performance Share Plan Design
Return on Equity1
| ||||
Average Three-Year
|
Payout
| |||
Threshold |
10.0% |
25% | ||
Target (Goal) |
12.0% |
100% | ||
Maximum |
16.0% |
200% |
Investment Volume
| ||||
Three-Year Cumulative Investment Volume (millions)
|
Payout
| |||
Threshold |
$1.20 |
25% | ||
Target (Goal) |
$2.15 |
100% | ||
Maximum |
$2.55 |
200% |
Employee Benefits Severance Double Trigger Vesting
Employee Benefit Plans
1 | We report return on equity, calculated in accordance with GAAP, in our financial statements. We also use return on equity as a performance measure for our long-term equity incentive awards, including our performance shares. For purposes of calculating performance share plan results, return on equity excludes (i) the impact of the Tax Cuts and Jobs Act of 2017 and (ii) accumulated other comprehensive income for each year. Please see Exhibit B of this Proxy Statement for a reconciliation of return on equity calculated for performance share purposes to return on equity calculated in accordance with GAAP. |
44 | GATX CORPORATION - 2019 Proxy Statement |
Name and Principal Position
|
Year
|
Salary
|
Stock
|
Option
|
Non-Equity
|
Change in
|
All Other
|
Total ($)
|
||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||||||||||||||||||||||||
Brian A. Kenney |
|
2018 |
|
|
976,500 |
|
|
1,790,795 |
|
|
1,755,880 |
|
|
1,260,857
|
|
|
0 |
|
|
8,250 |
|
|
5,792,282
|
| ||||||||
Chairman of the Board, |
|
2017 |
|
|
956,500 |
|
|
1,535,493 |
|
|
1,571,667 |
|
|
780,695 |
|
|
1,223,234 |
|
|
8,100 |
|
|
6,075,689 |
| ||||||||
President and Chief |
|
2016 |
|
|
956,500 |
|
|
1,496,083 |
|
|
1,512,126 |
|
|
1,071,854 |
|
|
1,270,477 |
|
|
7,950 |
|
|
6,314,990 |
| ||||||||
Executive Officer |
||||||||||||||||||||||||||||||||
Thomas A. Ellman |
|
2018 |
|
|
493,333 |
|
|
802,344 |
|
|
393,597 |
|
|
445,893 |
|
|
0 |
|
|
8,250 |
|
|
2,143,417 |
| ||||||||
Executive Vice President |
|
2017 |
|
|
460,000 |
|
|
358,486 |
|
|
366,722 |
|
|
262,816 |
|
|
477,646 |
|
|
8,100 |
|
|
1,933,770 |
| ||||||||
and Chief Financial Officer |
|
2016 |
|
|
455,000 |
|
|
306,819 |
|
|
310,464 |
|
|
305,924 |
|
|
349,212 |
|
|
7,950 |
|
|
1,735,369 |
| ||||||||
Robert C. Lyons |
|
2018 |
|
|
536,300 |
|
|
831,633 |
|
|
422,023 |
|
|
484,728 |
|
|
0 |
|
|
8,250 |
|
|
2,282,934 |
| ||||||||
Executive Vice President |
|
2017 |
|
|
525,300 |
|
|
397,638 |
|
|
407,469 |
|
|
300,125 |
|
|
614,748 |
|
|
8,100 |
|
|
2,253,380 |
| ||||||||
and President, Rail |
|
2016 |
|
|
523,583 |
|
|
378,527 |
|
|
382,536 |
|
|
410,709 |
|
|
511,602 |
|
|
7,950 |
|
|
2,214,907 |
| ||||||||
North America |
||||||||||||||||||||||||||||||||
Deborah A. Golden |
|
2018 |
|
|
439,700 |
|
|
294,979 |
|
|
288,638 |
|
|
340,644 |
|
|
48,154 |
|
|
8,250 |
|
|
1,420,365 |
| ||||||||
Executive Vice President, |
|
2017 |
|
|
430,700 |
|
|
240,418 |
|
|
246,422 |
|
|
210,922 |
|
|
354,049 |
|
|
8,100 |
|
|
1,490,611 |
| ||||||||
General Counsel and |
|
2016 |
|
|
429,300 |
|
|
234,718 |
|
|
237,006 |
|
|
288,643 |
|
|
325,872 |
|
|
7,950 |
|
|
1,523,489 |
| ||||||||
Corporate Secretary |
||||||||||||||||||||||||||||||||
Paul F. Titterton |
|
2018 |
|
|
397,424 |
|
|
579,890 |
|
|
177,119 |
|
|
267,384
|
|
|
0 |
|
|
8,250 |
|
|
1,430,067
|
| ||||||||
Senior Vice President and Chief Operating Officer, |
||||||||||||||||||||||||||||||||
Rail North America |
(1) | For awards granted under the GATX Amended and Restated 2012 Incentive Award 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, 2018, 2017, and 2016. |
(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 2018, 2017, and 2016, respectively, assuming the highest level of performance (i.e., 200% of target) are as follows: Mr. Kenney ($3,581,590, $3,070,985, and $2,992,167); Mr. Ellman ($1,604,688, $716,971, and $613,637); Mr. Lyons ($1,663,266, $795,275, and $757,054); and Ms. Golden ($589,958, $480,836, and $469,436). The grant date fair value of the 2018 performance share award to Mr. Titterton assuming the highest level of performance (i.e., 200% of target) is $1,159,779. |
(3) | The amounts shown reflect the annual incentive awards earned under the GATX Cash Incentive Compensation Plan by each NEO for the years shown. |
(4) | Change in pension value reflects the increase in the present value of the accumulated pension benefit during the years shown. The Pension Benefits Table shows the present value of the accumulated pension benefit as of December 31, 2018 and the assumptions used in the calculation of that value. We determined the December 31, 2017 and December 31, 2016 present values using the same assumptions except that the interest rates used for discounting under ASC Topic No. 715, Compensation Retirement Benefits, were 3.68% in 2017 and 4.22% in 2016. |
(5) | For 2018, amounts shown reflect matching contributions of $8,250 we made to the GATX Salaried Employees Retirement Savings Plan for each NEO. For all periods presented, this column excludes dividends on SARs and performance shares because those dividends are included in the grant date fair value amounts for stock awards as reported in columns (e) and (f) of the table above and in column (m) of the Grants of Plan-Based Awards Table. |
48 | GATX CORPORATION - 2019 Proxy Statement |
EXECUTIVE COMPENSATION TABLES
Grants of Plan-Based Awards Table
Estimated Possible Payouts
|
Estimated Future Payouts
|
All Other Stock Awards: Number of Stock or Units (3)(#)
|
All Other Awards: (4)(#)
|
Exercise
|
Closing
|
Grant & Option ($)
| ||||||||||||||||||||||||||||||||||||||||
Name
|
Grant Date
|
Threshold ($)
|
Target ($)
|
Maximum ($)
|
Threshold (#)
|
Target (#)
|
Maximum (#)
|
|||||||||||||||||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
(m)
| ||||||||||||||||||||||||||||||||||
Brian A. Kenney |
|
1/1/2018 |
|
|
683,550 |
|
|
976,500 |
|
|
1,660,050 |
|
| |||||||||||||||||||||||||||||||||
|
1/25/2018 |
|
|
80,300 |
|
|
69.735 |
|
|
70.280 |
|
1,755,880 | ||||||||||||||||||||||||||||||||||
|
1/25/2018 |
|
|
6,240 |
|
|
25,680 |
|
|
51,360 |
|
1,790,795 | ||||||||||||||||||||||||||||||||||
Thomas A. Ellman |
|
1/1/2018 |
|
|
241,733 |
|
|
345,333 |
|
|
587,067 |
|
| |||||||||||||||||||||||||||||||||
|
1/25/2018 |
|
|
18,000 |
|
|
69.735 |
|
|
70.280 |
|
393,597 | ||||||||||||||||||||||||||||||||||
|
1/25/2018 |
|
|
1,443 |
|
|
5,770 |
|
|
11,540 |
|
402,371 | ||||||||||||||||||||||||||||||||||
|
8/9/2018 |
|
|
4,710 |
|
399,973 | ||||||||||||||||||||||||||||||||||||||||
Robert C. Lyons |
|
1/1/2018 |
|
|
262,787 |
|
|
375,410 |
|
|
638,197 |
|
| |||||||||||||||||||||||||||||||||
|
1/25/2018 |
|
|
19,300 |
|
|
69.735 |
|
|
70.280 |
|
422,023 | ||||||||||||||||||||||||||||||||||
|
1/25/2018 |
|
|
1,548 |
|
|
6,190 |
|
|
12,380 |
|
431,660 | ||||||||||||||||||||||||||||||||||
|
8/9/2018 |
|
|
4,710 |
|
399,973 | ||||||||||||||||||||||||||||||||||||||||
Deborah A. Golden |
|
1/1/2018 |
|
|
184,674 |
|
|
263,820 |
|
|
448,494 |
|
| |||||||||||||||||||||||||||||||||
|
1/25/2018 |
|
|
13,200 |
|
|
69.735 |
|
|
70.280 |
|
288,638 | ||||||||||||||||||||||||||||||||||
|
1/25/2018 |
|
|
1,058 |
|
|
4,230 |
|
|
8,460 |
|
294,979 | ||||||||||||||||||||||||||||||||||
Paul F. Titterton |
|
1/1/2018 |
|
|
152,624 |
|
|
218,034 |
|
|
370,657 |
|
| |||||||||||||||||||||||||||||||||
|
1/25/2018 |
|
|
8,100 |
|
|
69.735 |
|
|
70.280 |
|
177,119 | ||||||||||||||||||||||||||||||||||
|
1/25/2018 |
|
|
645 |
|
|
2,580 |
|
|
5,160 |
|
179,916 | ||||||||||||||||||||||||||||||||||
|
8/9/2018 |
|
|
4,710 |
|
399,973 | ||||||||||||||||||||||||||||||||||||||||
(1) | Amounts shown reflect target, threshold, and maximum annual incentive payouts for 2018 under the GATX Cash Incentive Compensation Plan based on the achievement of 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 2018 under the GATX Amended and Restated 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 restricted stock units granted in 2018 under the GATX Amended and Restated 2012 Incentive Award Plan. |
(4) | Amounts shown reflect the number of NQSOs granted in 2018 under the GATX Amended and Restated 2012 Incentive Award Plan. |
Narrative Discussion Related to the Summary Compensation Table and Grants of Plan-Based Awards Table
Annual Incentive Awards
1 | For annual incentive award purposes, net income excludes tax adjustments and other items. For a reconciliation of net income, excluding tax adjustments and other items, to net income, calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement. |
GATX CORPORATION - 2019 Proxy Statement | 49 |
EXECUTIVE COMPENSATION TABLES
Equity-Based Long-Term Incentives
50 | GATX CORPORATION - 2019 Proxy Statement |
EXECUTIVE COMPENSATION TABLES
Outstanding Equity Awards at Fiscal Year-End Table
The following table summarizes the number of shares of our stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2018.
Name | Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Number of |
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 Number of |
Equity Incentive Market or |
|||||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)(6)
|
|||||||||||||||||||||||||||
Brian A. Kenney |
0 | 80,300 | (1) | 69.735 | 1/25/2025 | 25,680 | (5) | 1,818,401 | ||||||||||||||||||||||||||||
27,000 | 54,000 | (2) | 61.175 | 1/26/2024 | 25,100 | (6) | 1,777,331 | |||||||||||||||||||||||||||||
72,734 | 63,366 | (3) | 39.185 | 1/28/2023 | ||||||||||||||||||||||||||||||||
78,900 | 56.910 | 1/29/2022 | ||||||||||||||||||||||||||||||||||
57,500 | 58.345 | 1/30/2021 | ||||||||||||||||||||||||||||||||||
|
62,500
|
|
|
45.891
|
|
|
1/24/2020
|
|
||||||||||||||||||||||||||||
Thomas A. Ellman |
0 | 18,000 | (1) | 69.735 | 1/25/2025 | 4,710 | (4) | 333,515 | ||||||||||||||||||||||||||||
6,300 | 12,600 | (2) | 61.175 | 1/26/2024 | 5,770 | (5) | 408,574 | |||||||||||||||||||||||||||||
14,934 | 7,466 | (3) | 39.185 | 1/28/2023 | 5,860 | (6) | 414,947 | |||||||||||||||||||||||||||||
14,100 | 56.910 | 1/29/2022 | ||||||||||||||||||||||||||||||||||
12,500 | 58.345 | 1/30/2021 | ||||||||||||||||||||||||||||||||||
|
9,300
|
|
45.891 |
|
1/24/2020
|
|
||||||||||||||||||||||||||||||
Robert C. Lyons |
0 | 19,300 | (1) | 69.735 | 1/25/2025 | 4,710 | (4) | 333,515 | ||||||||||||||||||||||||||||
7,000 | 14,000 | (2) | 61.175 | 1/26/2024 | 6,190 | (5) | 438,314 | |||||||||||||||||||||||||||||
18,400 | 9,200 | (3) | 39.185 | 1/28/2023 | 6,500 | (6) | 460,265 | |||||||||||||||||||||||||||||
20,500 | 56.910 | 1/29/2022 | ||||||||||||||||||||||||||||||||||
17,500 | 58.345 | 1/30/2021 | ||||||||||||||||||||||||||||||||||
|
17,900
|
|
|
45.891
|
|
|
1/24/2020
|
|
||||||||||||||||||||||||||||
Deborah A. Golden |
0 | 13,200 | (1) | 69.735 | 1/25/2025 | 4,230 | (5) | 299,526 | ||||||||||||||||||||||||||||
4,233 | 8,467 | (2) | 61.175 | 1/26/2024 | 3,930 | (6) | 278,283 | |||||||||||||||||||||||||||||
|
11,400
|
|
|
5,700
|
(3)
|
|
39.185
|
|
|
1/28/2023
|
|
|||||||||||||||||||||||||
Paul F. Titterton |
0 | 8,100 | (1) | 69.735 | 1/25/2025 | 4,710 | (4) | 333,515 | ||||||||||||||||||||||||||||
2,933 | 5,867 | (2) | 61.175 | 1/26/2024 | 2,580 | (5) | 182,690 | |||||||||||||||||||||||||||||
5,900 | 3,934 | (3) | 39.185 | 1/28/2023 | 2,720 | (6) | 192,603 | |||||||||||||||||||||||||||||
5,400 | 56.910 | 1/29/2022 | ||||||||||||||||||||||||||||||||||
|
4,300
|
|
|
58.345
|
|
|
1/30/2021
|
|
(1) | NQSOs will vest in three, equal, annual installments on 1/25/2019, 1/25/2020, and 1/25/2021. |
(2) | 50% of the unexercisable NQSOs will vest on 1/26/2019 and the remainder will vest on 1/26/2020. |
(3) | 100% of the NQSOs will vest on 1/28/2019. |
(4) | Amounts shown reflect the number of restricted stock units granted in 2018. 25% will vest on 8/9/2019, and the remaining 75% will vest on 8/9/2021. |
(5) | Amounts shown reflect the number of target performance shares granted in 2018. A portion (ranging from 0% to 200%) will be earned subject to the achievement of specified performance objectives and will vest on 12/31/2020. |
(6) | Amounts shown reflect the number of target performance shares granted in 2017. A portion (ranging from 0% to 200%) will be earned subject to the achievement of specified performance objectives and will vest on 12/31/2019. |
(7) | Market value of performance shares is based on the closing price of GATX common stock on the last trading day of the year, December 31, 2018, which was $70.81 per share. |
GATX CORPORATION - 2019 Proxy Statement | 51 |
EXECUTIVE COMPENSATION TABLES
Option Exercises and Stock Vested Table
Option Awards
|
Stock Awards(1)
| ||||||||||||||||||||||||
Name
|
Number of Shares Acquired on Exercise (#)
|
Value Realized on Exercise ($)
|
Number of Shares Acquired on Vesting (#)
|
Value Realized on Vesting ($)
| |||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
| |||||||||||||||||||||
Brian A. Kenney |
|
75,000 |
|
|
2,664,375 |
|
|
48,260 |
|
|
3,451,797 |
| |||||||||||||
|
46,900 |
|
|
3,178,661 |
|
||||||||||||||||||||
Thomas A. Ellman |
|
8,500 |
|
|
361,633 |
|
|
9,897 |
|
|
707,883 |
| |||||||||||||
Robert C. Lyons |
|
18,500 |
|
|
657,213 |
|
|
12,210 |
|
|
873,320 |
| |||||||||||||
|
18,200 |
|
|
767,676 |
|
||||||||||||||||||||
Deborah A. Golden |
|
12,100 |
|
|
307,885 |
|
|
7,571 |
|
|
541,516 |
| |||||||||||||
|
11,700 |
|
|
134,024 |
|
||||||||||||||||||||
|
12,400 |
|
|
307,706 |
|
||||||||||||||||||||
|
11,600 |
|
|
425,360 |
|
||||||||||||||||||||
Paul F. Titterton |
|
0 |
|
|
0 |
|
|
5,208 |
|
|
372,502 |
|
(1) | Amounts shown include the number and value of performance shares earned during the 2016-2018 performance period as described in the Compensation Discussion and Analysis section of this Proxy Statement. Although actual performance was determined after calendar year-end on January 24, 2019, the amounts are reported in the table above (and not in the Outstanding Equity Awards at Fiscal Year-End table) to reflect the actual value earned in 2018 for the 2016-2018 performance period. |
Each of our NEOs participated in a defined benefit pension plan during the year ended December 31, 2018. The following table contains information about these plans that provide for payments or other benefits to our NEOs at, following, or in connection with retirement.
Name
|
Plan Name
|
Number of Years Credited Service (#)
|
Present Value of Accumulated Benefit ($) (1)(2)
|
Payments During Last Fiscal Year ($)
| ||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
| ||||||||||
Brian A. Kenney
|
GATX Non-Contributory Pension Plan for Salaried Employees
|
|
23.2
|
|
|
693,554
|
|
0
| ||||||
|
GATX Supplemental Retirement Plan
|
|
23.2
|
|
|
6,059,031
|
|
0
| ||||||
Thomas A. Ellman
|
GATX Non-Contributory Pension Plan for Salaried Employees
|
|
22.3
|
|
|
581,615
|
|
0
| ||||||
|
GATX Supplemental Retirement Plan
|
|
22.3
|
|
|
1,154,388
|
|
0
| ||||||
Robert C. Lyons
|
GATX Non-Contributory Pension Plan for Salaried Employees
|
|
22.3
|
|
|
709,537
|
|
0
| ||||||
|
GATX Supplemental Retirement Plan
|
|
22.3
|
|
|
1,927,673
|
|
0
| ||||||
Deborah A. Golden
|
GATX Non-Contributory Pension Plan for Salaried Employees
|
|
13.0
|
|
|
642,125
|
|
0
| ||||||
|
GATX Supplemental Retirement Plan
|
|
13.0
|
|
|
1,140,928
|
|
0
| ||||||
Paul F. Titterton
|
GATX Non-Contributory Pension Plan for Salaried Employees
|
|
21.4
|
|
|
41,540
|
|
0
| ||||||
|
GATX Supplemental Retirement Plan
|
|
21.4
|
|
|
459,122
|
|
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 60% will elect the lump sum option and 40% will elect the annuity option at retirement. The GATX Supplemental Retirement Plan calculations use each NEOs actual election for payment of future benefit; all NEOs shown have elected a lump sum form of payment. The value of the annuity option is calculated using December 31, 2018, ASC Topic No. 715, Compensation Retirement Benefits, disclosure assumptions (4.32% interest rate, RP-2006 Healthy Annuitant Mortality Table generationally projected by Scale MP2018). 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, 2018 at 4.32% and 4.26% for the Salaried Plan and Non-Qualified Supplemental Plan, respectively. |
(2) | NEOs may also qualify for subsidized early retirement benefits. |
52 | GATX CORPORATION - 2019 Proxy Statement |
EXECUTIVE COMPENSATION TABLES
Key Provisions of the COC Agreements
Each NEO has entered into a COC agreement that provides certain benefits should employment be terminated or constructively terminated following a change of control. Key terms under the agreements include the following:
Executive Benefit |
Description | |
Term |
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 | |
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 the sum of base salary and target annual bonus (paid in lump sum) | |
Three years of additional age and service credit for retirement purposes | ||
Three years 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 services 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 | ||
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 | |
Tax gross up 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 |
54 | GATX CORPORATION - 2019 Proxy Statement |
EXECUTIVE COMPENSATION TABLES
Amounts Payable under COC Agreements
Potential Payments upon Change of Control Table
Accelerated Vesting of Equity Awards(3) |
||||||||||||||||||||||||||||||||||
Name | Severance ($) |
Bonus (Accrued Obligations) ($)(1) |
SRP Payment ($)(2) |
Gross-up Payment ($) |
Options/SARs ($) |
Restricted ($) |
Performance ($) |
Outplacement ($) |
Total Value ($) | |||||||||||||||||||||||||
Brian A. Kenney(4) |
|
5,883,000 |
|
|
980,500 |
|
|
2,715,658 |
|
|
0 |
|
|
1,756,708 |
|
|
0 |
|
|
3,595,732 |
|
|
98,080 |
|
15,029,648 | |||||||||
Thomas A. Ellman |
|
2,550,000 |
|
|
350,000 |
|
|
996,558 |
|
|
0 |
|
|
376,895 |
|
|
333,515 |
|
|
823,521 |
|
|
50,000 |
|
5,480,489 | |||||||||
Robert C. Lyons(4) |
|
2,746,350 |
|
|
376,950 |
|
|
1,090,951 |
|
|
0 |
|
|
446,588 |
|
|
333,515 |
|
|
898,579 |
|
|
53,850 |
|
5,946,783 | |||||||||
Deborah A. Golden(4) |
|
2,119,200 |
|
|
264,900 |
|
|
672,769 |
|
|
0 |
|
|
276,022 |
|
|
0 |
|
|
577,809 |
|
|
44,150 |
|
3,954,850 | |||||||||
Paul F. Titterton |
|
1,317,500 |
|
|
233,750 |
|
|
485,840 |
|
|
0 |
|
|
189,639 |
|
|
333,515 |
|
|
375,293 |
|
|
42,500 |
|
3,725,891 |
(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 additional years of age and service credit except for Mr. Titterton, whose calculation is attributable to two additional years of age and service credit. |
(3) | Under the GATX Amended and Restated 2012 Incentive Award Plan, a termination following a COC results in the accelerated vesting of all unvested NQSOs, SARs, and performance share grants. Performance against goals is assumed to be at target with respect to performance shares. |
(4) | The value of the COC payments for Mr. Kenney, Mr. Lyons and Ms. Golden falls below the level that would trigger an excise tax, therefore they would not receive a gross-up payment. |
GATX CORPORATION - 2019 Proxy Statement | 55 |
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 March 4, 2019(1)(2) |
|||
Diane M. Aigotti |
|
4,913 |
| |
Anne L. Arvia |
|
22,299 |
| |
Thomas A. Ellman |
|
115,866 |
| |
Deborah A. Golden |
|
63,183 |
| |
Ernst A. Häberli |
|
26,849 |
| |
Brian A. Kenney |
|
560,022 |
| |
Robert C. Lyons |
|
155,403 |
| |
James B. Ream |
|
32,708 |
| |
Robert J. Ritchie |
|
28,557 |
| |
David S. Sutherland |
|
63,699 |
| |
Casey J. Sylla |
|
37,677 |
| |
Paul F. Titterton |
|
37,793 |
| |
Stephen R. Wilson |
|
11,641 |
| |
Paul G. Yovovich |
|
24,210 |
| |
All Directors and executive officers as a group |
|
1,356,926 |
|
(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. Aigotti (4,913); Ms. Arvia (21,984); Mr. Häberli (26,849); Mr. Ream (27,708); Mr. Ritchie (26,557); Mr. Sutherland (53,699); Mr. Sylla (37,677); Mr. Wilson (7,641); Mr. Yovovich (22,196); and directors as a group (229,227); and (ii) shares which may be obtained by exercise of previously granted options or SARs within 60 days of March 4, 2019, by Mr. Ellman (76,900); Ms. Golden (29,966); Mr. Kenney (388,766); Mr. Lyons (103,933); Mr. Titterton (28,100); and executive officers as a group (737,360). |
(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 1.5%. Directors and executive officers as a group beneficially owned approximately 3.6% of the Companys outstanding shares of common stock. |
60 | GATX CORPORATION - 2019 Proxy Statement |
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 36,451,686 shares outstanding as of March 4, 2019.
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 |
|
|
17.1
|
| ||
The Vanguard Group, Inc.(2) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
|
5,046,660 |
|
|
13.5
|
| ||
BlackRock, Inc.(3) 55 East 52nd Street New York, New York 10055 |
|
4,370,637 |
|
|
11.7
|
| ||
GAMCO Investors, Inc.(4) One Corporate Center Rye, New York 10580 |
|
3,971,390 |
|
|
10.6
|
| ||
Dimensional Fund Advisors LP(5) Building One 6300 Bee Cave Road Austin, Texas 78746 |
|
3,117,019 |
|
|
8.3
|
|
(1) | Based on a Schedule 13G amendment filed with the SEC on February 5, 2019. 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 13G filed with the SEC on February 11, 2019. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 33,375 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 8,449 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 36,824 of the reported shares and shared voting power with respect to 5,000 of the reported shares. Vanguard has sole dispositive power with respect to 5,008,285 of the reported shares and shared dispositive power with respect to 38,375 of the reported shares. |
(3) | Based on a Schedule 13G amendment filed with the SEC on January 28, 2019. 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. BlackRock has sole voting power with respect to 4,280,532 of the reported shares. |
(4) | Based on a Schedule 13D amendment filed with the SEC on November 27, 2018. Consists of (i) 2,326,790 shares held by GAMCO Asset Management, Inc., (ii) 1,639,600 shares held by Gabelli Funds, LLC, and (iii) 5,000 shares held by MJG Associates, Inc. GAMCO Investors, Inc. (GAMCO) and certain of its affiliated entities have the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the reported shares, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 174,415 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 shares 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. |
(5) | Based on a Schedule 13G amendment filed with the SEC on February 8, 2019. 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 or sub-adviser to certain other commingled funds, group trusts and |
GATX CORPORATION - 2019 Proxy Statement | 61 |
PRINCIPAL SHAREHOLDERS
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, Dimensional Fund Advisors LP or its subsidiaries (collectively, Dimensional) may possess voting and/or investment power over the shares that are owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds. However, all of the reported shares are owned by the Funds. Dimensional disclaims beneficial ownership of such shares. The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held in their respective accounts. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the outstanding shares of GATX. |
62 | GATX CORPORATION - 2019 Proxy Statement |
QUESTIONS AND ANSWERS ABOUT THE MEETING
How are the votes counted?
Can I change my mind after I have voted?
What happens if other matters come up at the Annual Meeting?
What constitutes a quorum?
66 | GATX CORPORATION - 2019 Proxy Statement |
QUESTIONS AND ANSWERS ABOUT THE MEETING
How is it determined whether a matter has been approved?
What shares are covered by the proxy card?
Who pays to prepare, mail, and solicit the proxies?
GATX CORPORATION - 2019 Proxy Statement | 67 |
QUESTIONS AND ANSWERS ABOUT THE MEETING
Where can I find the voting results of the Annual Meeting?
68 | GATX CORPORATION - 2019 Proxy Statement |
EXHIBIT B RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Reconciliation
The following table shows our shareholders equity, excluding accumulated other comprehensive loss, as of December 31 (in millions):
2018 |
2017 |
2016 |
2015 | |||||||||||
Shareholders Equity (GAAP)
|
$
|
1,788.1
|
|
$
|
1,792.7
|
|
$
|
1,347.2
|
|
$1,280.2
| ||||
Add: accumulated other comprehensive loss
|
|
164.6
|
|
|
109.6
|
|
|
211.1
|
|
198.8
| ||||
Less: impact of the Tax Cuts and Jobs Act of 2017
|
|
(315.9
|
)
|
|
(315.9
|
)
|
|
|
|
| ||||
|
| |||||||||||||
Shareholders Equity, as adjusted (non-GAAP) (1)
|
$
|
1,636.8
|
|
$
|
1,586.4
|
|
$
|
1,558.3
|
|
$1,479.0
|
The following tables show our net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, for the years ended December 31 (in millions, except per share data):
Impact of Tax Adjustments and Other Items on Net Income: |
2018 |
2017 |
2016 |
|||||||||
Net income (GAAP) |
$ |
211.3 |
|
$ |
502.0 |
|
$ |
257.1 |
| |||
Adjustments attributable to consolidated pre-tax income: |
||||||||||||
Cost attributable to the closure of a maintenance facility at Rail International (2) |
|
9.5 |
|
|
|
|
|
|
| |||
Railcar impairment at Rail North America (3) |
|
|
|
|
|
|
|
29.8 |
| |||
Net (gain) loss on wholly owned Portfolio Management marine investments (4) |
|
|
|
|
(1.8
|
)
|
|
2.5 |
| |||
Residual sharing settlement at Portfolio Management (5) |
|
|
|
|
|
|
|
(49.1 |
) | |||
|
|
|||||||||||
Total adjustments attributable to consolidated pre-tax income |
$ |
9.5 |
|
$ |
(1.8 |
) |
$ |
(16.8 |
) | |||
Income taxes thereon, based on applicable effective tax rate |
$ |
(3.1 |
) |
$ |
0.7 |
|
$ |
7.2 |
| |||
Other income tax adjustments attributable to consolidated income: |
||||||||||||
Impact of the Tax Cuts and Jobs Act of 2017 (6) |
|
(16.5 |
) |
|
(315.9 |
) |
|
|
| |||
Foreign tax credit utilization (7) |
|
(1.4 |
) |
|
|
|
|
(7.1 |
) | |||
|
|
|||||||||||
Total other income tax adjustments attributable to consolidated income |
$ |
(17.9 |
) |
$ |
(315.9 |
) |
$ |
(7.1 |
) | |||
Adjustments attributable to affiliates earnings, net of taxes: |
||||||||||||
Net gain on Portfolio Management marine affiliate (4) |
|
|
|
|
|
|
|
(0.6 |
) | |||
Income tax rate changes (8) |
|
|
|
|
|
|
|
(3.9 |
) | |||
|
|
|||||||||||
Total adjustments attributable to affiliates earnings, net of taxes |
$ |
|
|
$ |
|
|
$ |
(4.5 |
) | |||
|
|
|||||||||||
Net income, excluding tax adjustments and other Items (non-GAAP) |
$ |
199.8 |
|
$ |
185.0 |
|
$ |
235.9 |
| |||
|
|
|||||||||||
Impact of Tax Adjustments and Other Items on Diluted Earnings Per Share: |
2018 |
2017 |
2016 |
|||||||||
Diluted earnings per share (GAAP) |
$ |
5.52 |
|
$ |
12.75 |
|
$ |
6.29 |
| |||
Adjustments attributable to consolidated income, net of taxes: |
||||||||||||
Cost attributable to the closure of a maintenance facility at Rail International (2) |
|
0.17
|
|
|
|
|
|
|
| |||
Railcar impairment at Rail North America (3) |
|
|
|
|
|
|
|
0.47 |
| |||
Net (gain) loss on wholly owned Portfolio Management marine investments (4) |
|
|
|
|
(0.03
|
)
|
|
0.04
|
| |||
Residual sharing settlement at Portfolio Management (5) |
|
|
|
|
|
|
|
(0.74 |
) | |||
Impact of the Tax Cuts and Jobs Act of 2017 (6) |
|
(0.43
|
)
|
|
(8.02
|
)
|
|
|
| |||
Foreign tax credit utilization (7) |
|
(0.04
|
)
|
|
|
|
|
(0.17
|
)
| |||
Adjustments attributable to affiliates earnings, net of taxes: |
||||||||||||
Net gain on Portfolio Management marine affiliate (4) |
|
|
|
|
|
|
|
(0.02 |
) | |||
Income tax rate changes (8) |
|
|
|
|
|
|
|
(0.10 |
) | |||
|
|
|||||||||||
Diluted earnings per share, excluding tax adjustments and other items (non-GAAP) |
$ |
5.22 |
|
$ |
4.70 |
|
$ |
5.77 |
| |||
|
|
B-2 | GATX CORPORATION - 2019 Proxy Statement |
EXHIBIT B RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Return on Equity:
|
2018
|
2017
|
2016
|
|||||||||
Return on Equity (GAAP)
|
|
11.8
|
%
|
|
32.0
|
%
|
|
19.6
|
%
| |||
Return on Equity (non-GAAP) (9)
|
|
13.6
|
%
|
|
13.1
|
%
|
|
18.0
|
%
| |||
Return on Equity, applicable for performance share plan measures (non-GAAP) (10)
|
|
13.1
|
%
|
|
11.8
|
%
|
|
16.9
|
%
|
(1) | Shareholders Equity as used for purposes of performance share plan measures (non-GAAP). |
(2) | Expenses attributable to the closure of a maintenance facility. |
(3) | Impairment losses related specifically to certain railcars in flammable service that we believe have been permanently and negatively impacted by regulatory changes. |
(4) | In 2015, we made the decision to exit the majority of our non-core, marine investments within our Portfolio Management segment. As a result, we recorded gains and losses associated with the impairments and sales of certain investments. |
(5) | Income recognized from the settlement of a residual sharing agreement related to a residual guarantee we provided on certain rail assets. |
(6) | Amounts attributable to the impact of corporate income tax changes enacted by the Tax Cuts and Jobs Act of 2017 (Tax Act). |
(7) | Benefits attributable to the utilization of foreign tax credits. |
(8) | Deferred income tax adjustments due to enacted statutory rate decreases in the United Kingdom for 2016. |
(9) | Return on Equity is calculated as net income, excluding tax adjustments and other items, divided by Shareholders Equity. For 2018 and 2017, Shareholders Equity excludes the increases resulting from the impact of the Tax Act. |
(10) | Return on Equity is calculated as net income divided by Shareholders Equity, adjusted as shown above. For 2017, net income excludes the impact of the Tax Act. |
GATX CORPORATION - 2019 Proxy Statement | B-3 |
GATX CORPORATION 222 West Adams Street Chicago, IL 60606-5314 (312) 621-6200 (800) 428-8161 www.gatx.comGATX CORPORATION 233 South Wacker DriveChicago, Illinois 60606 (312) 621-6200 (800) 428-8161 www.gatx.com
|
||||||||
Your vote matters - heres how to vote! You may vote online or by phone instead of mailing this card. | ||||||||
|
Votes submitted electronically and via telephone must be received by 11:59 p.m. Eastern Time, on April 28, 2019 (for registered shares) and 8:00 a.m. Eastern Time, on April 25, 2019 (for Plan Shares, as defined in the Proxy Statement). | |||||||
Online | ||||||||
Go to www.envisionreports.com/GATX or scan the QR code login details are located in the shaded bar below. | ||||||||
Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada. | ||||||||
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |
Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/GATX |
2019 Annual Meeting Proxy Card
|
|
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A | Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 - 3. |
1. | Election of Directors: |
For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||
01 - Diane M. Aigotti | ☐ | ☐ | ☐ | 02 - Anne L. Arvia | ☐ | ☐ | ☐ | 03 - Ernst A. Häberli | ☐ | ☐ | ☐ | |||||||||||||||
04 - Brian A. Kenney | ☐ | ☐ | ☐ | 05 - James B. Ream | ☐ | ☐ | ☐ | 06 - Robert J. Ritchie | ☐ | ☐ | ☐ | |||||||||||||||
07 - David S. Sutherland | ☐ | ☐ | ☐ | 08 - Stephen R. Wilson | ☐ | ☐ | ☐ | 09 - Paul G. Yovovich | ☐ | ☐ | ☐ |
For | Against | Abstain | For | Against | Abstain | |||||||||||||||
2. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | ☐ | ☐ | ☐ | 3. | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2019 | ☐ | ☐ | ☐ |
B | Authorized Signatures This section must be completed for your vote to count. Please date and sign below. |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Please print date below. | Signature 1 Please keep signature within the box. | Signature 2 Please keep signature within the box. | ||||||
/ / |
◾ | 9 2 B M
|
|
02ZV3G
Important notice regarding the internet availability of proxy materials for the Annual Meeting of Shareholders.
The material is available at: www.envisionreports.com/GATX
Small steps make an impact.
|
||||
Help the environment by consenting to receive electronic | ||||
delivery, sign up at www.envisionreports.com/GATX
|
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
GATX Corporation
|
||
Notice of 2019 Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting April 29, 2019
Brian A. Kenney, Thomas A. Ellman, and Deborah A. Golden, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of GATX Corporation to be held at GATX Corporation, 233 South Wacker Drive, 52nd Floor, Chicago, Illinois on Monday, April 29, 2019, at 12:00 p.m. Central Time, or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2-3.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)
C | Non-Voting Items |
Change of Address Please print new address below.
|
Comments Please print your comments below.
| |||
◾ |
|
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
|
|
2019 Annual Meeting Proxy Card
|
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A | Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 - 3. |
1. | ELECTION OF DIRECTORS: |
For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||
01 - Diane M. Aigotti | ☐ | ☐ | ☐ | 02 - Anne L. Arvia | ☐ | ☐ | ☐ | 03 - Ernst A. Häberli | ☐ | ☐ | ☐ | |||||||||||||||
04 - Brian A. Kenney | ☐ | ☐ | ☐ | 05 - James B. Ream | ☐ | ☐ | ☐ | 06 - Robert J. Ritchie | ☐ | ☐ | ☐ | |||||||||||||||
07 - David S. Sutherland | ☐ | ☐ | ☐ | 08 - Stephen R. Wilson | ☐ | ☐ | ☐ | 09 - Paul G. Yovovich | ☐ | ☐ | ☐ |
For | Against | Abstain | For | Against | Abstain | |||||||||||||||
2. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | ☐ | ☐ | ☐ | 3. | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2019 | ☐ | ☐ | ☐ |
B | Authorized Signatures This section must be completed for your vote to count. Please date and sign below. |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Please print date below. | Signature 1 Please keep signature within the box. | Signature 2 Please keep signature within the box. | ||||||
/ / |
◾ | 1 U P X
|
|
02ZV4F
Important notice regarding the internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.edocumentview.com/GATX
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
|
||
GATX Corporation
|
Notice of 2019 Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting April 29, 2019
Brian A. Kenney, Thomas A. Ellman, and Deborah A. Golden, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of GATX Corporation to be held at GATX Corporation, 233 South Wacker Drive, 52nd Floor, Chicago, Illinois on Monday, April 29, 2019, at 12:00 p.m. Central Time, or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2-3.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)
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