GATX (GATX) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 22, 2011

GATX Corporation

(Exact Name of Registrant as Specified in its Charter)

New York
(State or Other
Jurisdiction
of Incorporation) 1-2328
(Commission
File Number) 36-1124040
(IRS Employer
Identification No.)

222 West Adams Street
Chicago, Illinois 60606
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code:(312) 621-6200

Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)

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

o Written communications 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 22, 2011. At the Annual Meeting, the shareholders voted on the following four proposals and cast their votes as described below.

Proposal 1 — Election of Directors

The eight individuals named below were elected to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2012 Annual Meeting of Shareholders or until their successors are duly elected and qualified:

Name	For		Against		Abstain		Broker Non-Votes
Anne L. Arvia		40,190,597		176,576		107,933		3,717,495
Deborah M. Fretz		38,695,134		185,747		1,594,224		3,717,495
Ernst A. Häberli		40,099,163		257,706		118,237		3,717,495
Brian A. Kenney		38,961,765		144,524		1,368,816		3,717,495
Mark G. McGrath		39,691,363		177,090		606,653		3,717,495
James B. Ream		39,607,505		258,599		609,002		3,717,495
David S. Sutherland		39,684,437		183,620		607,049		3,717,495
Casey J. Sylla		39,604,030		264,623		606,452		3,717,495

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, 2011, by the following vote:

For	Against		Abstain
42,687,094		1,423,194		82,313

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 11, 2011, 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
34,099,486		1,462,535		4,913,085		3,717,495

Proposal 4 — Advisory Resolution on the Frequency of Future Advisory Votes on Executive Compensation

The shareholders, on an advisory basis, voted that the Company should hold future shareholder advisory votes on executive compensation annually. Vote totals on this resolution were as follows:

Every Year	Every 2 Years		Every 3 Years		Abstain		Broker Non-Vote
30,135,645		191,191		4,493,761		5,654,509		3,717,495

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GATX Corporation
Date: April 28, 2011	By:	/s/ Robert C. Lyons
		Robert C. Lyons
		Senior Vice President and Chief Financial Officer (Duly Authorized Officer)