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 25, 2014
__________________________
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.) | ||
222 West Adams Street
Chicago, Illinois 60606-5314
(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:
| o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders (the “Annual Meeting”) of GATX Corporation (the “Company”) was held on April 25, 2014. At the Annual Meeting, 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 2015 Annual Meeting of Shareholders or until their successors are duly elected and qualified:
| Name | For | Against | Abstain | Broker Non-Votes |
| Anne L. Arvia | 40,575,666 | 144,902 | 80,709 | 2,600,143 |
| Ernst A. Häberli | 40,545,030 | 168,035 | 88,212 | 2,600,143 |
| Brian A. Kenney | 38,515,762 | 2,217,077 | 68,438 | 2,600,143 |
| James B. Ream | 40,616,881 | 110,419 | 73,977 | 2,600,143 |
| Robert J. Ritchie | 40,563,798 | 152,545 | 84,934 | 2,600,143 |
| David S. Sutherland | 40,593,117 | 124,757 | 83,403 | 2,600,143 |
| Casey J. Sylla | 40,604,868 | 107,511 | 88,897 | 2,600,143 |
| Paul G. Yovovich | 40,608,654 | 107,385 | 85,238 | 2,600,143 |
Proposal 2 - 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, 2014, by the following vote:
| For | Against | Abstain |
| 41,393,117 | 1,929,852 | 78,451 |
Proposal 3 -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 dated March 14, 2014, 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 |
| 35,319,119 | 677,299 | 4,804,858 | 2,600,143 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GATX CORPORATION |
| (Registrant) |
| /s/ Robert C. Lyons |
| Robert C. Lyons |
| Executive Vice President and Chief Financial Officer |
April 29, 2014