GATX CORP - FORM 8-K - April 28, 2011

 
 
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)   
 

 

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