8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 24, 2020

GATX Corporation

(Exact name of registrant as specified in its charter)

New York

1-2328

36-1124040

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

233 South Wacker Drive

Chicago, Illinois 60606-7147

(Address of principal executive offices, including zip code)

(312) 621-6200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	GATX	New York Stock Exchange
		Chicago Stock Exchange
5.625% Senior Notes due 2066	GMTA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2020 Annual Meeting of Shareholders of GATX Corporation (the “Company”), the shareholders voted on the following three proposals and cast their votes as described below.

Proposal 1 - Election of Directors

The nine individuals named below were elected to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2021 Annual Meeting of Shareholders or until their successors are duly elected and qualified:


Name	For	Against	Abstain	Broker Non-Vote
Diane M. Aigotti	29,664,973	48,563	77,721	2,109,279
Anne L. Arvia	28,835,628	882,549	73,080	2,109,279
Ernst A. Häberli	28,753,464	955,660	82,134	2,109,279
Brian A. Kenney	28,679,715	1,035,076	76,467	2,109,279
James B. Ream	28,825,108	891,872	74,278	2,109,279
Adam L. Stanley	29,655,957	54,867	80,434	2,109,279
David S. Sutherland	28,754,990	952,996	83,272	2,109,279
Stephen R. Wilson	29,570,896	142,304	78,057	2,109,279
Paul G. Yovovich	29,591,681	116,345	83,231	2,109,279

Proposal 2 - Advisory Resolution on Executive Compensation

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement, including the Compensation Discussion and Analysis and the Executive Compensation Tables, together with the narrative discussion related thereto, by the following vote:


For	Against	Abstain	Broker Non-Vote
29,047,095	612,873	131,290	2,109,279

Proposal 3 - Ratification of Independent Registered Public Accounting Firm

The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, by the following vote:


For	Against	Abstain
30,883,938	926,890	89,709