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 |
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 hereunto duly authorized.
|
GATX CORPORATION |
(Registrant) |
| |
/s/ Thomas A. Ellman |
Thomas A. Ellman |
Executive Vice President and Chief Financial Officer |
April 28, 2020
