UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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) |
Registrants telephone number, including area code: (312) 621-6200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
(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 Companys Board of Directors (the
Board) until the Companys 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 Companys 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 Companys named executive
officers as disclosed in the Companys 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) | ||||