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 27, 2012
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) (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:
| ¨ | Written communications 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)) |
| 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 27, 2012. 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 2013 Annual Meeting of Shareholders or until their successors are duly elected and qualified:
| Name |
For |
Against |
Abstain |
Broker Non-Votes | ||||
| Anne L. Arvia |
42,340,645 | 121,872 | 35,609 | 2,468,314 | ||||
| Ernst A. Häberli |
42,346,598 | 114,647 | 36,881 | 2,468,314 | ||||
| Brian A. Kenney |
40,987,925 | 1,482,679 | 27,522 | 2,468,314 | ||||
| Mark G. McGrath |
41,350,800 | 1,113,915 | 33,411 | 2,468,314 | ||||
| James B. Ream |
41,343,657 | 1,122,121 | 32,349 | 2,468,314 | ||||
| Robert J. Ritchie |
42,341,181 | 124,911 | 32,034 | 2,468,314 | ||||
| David S. Sutherland |
41,359,578 | 1,103,585 | 34,963 | 2,468,314 | ||||
| Casey J. Sylla |
41,341,678 | 1,119,413 | 37,036 | 2,468,314 |
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, 2012, by the following vote:
| For |
Against |
Abstain | ||
| 43,739,364 |
1,177,607 | 49,470 |
Proposal 3 – Approval of the GATX Corporation 2012 Incentive Award Plan
The shareholders approved the GATX Corporation 2012 Incentive Award Plan by the following vote:
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 33,605,381 |
8,739,622 | 153,123 | 2,468,314 |
Proposal 4 – 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 16, 2012, 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 | |||
| 35,805,651 |
1,652,573 | 5,039,902 | 2,468,314 |
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: May 2, 2012 | By: | /s/ Robert C. Lyons | ||||
| Robert C. Lyons | ||||||
| Senior Vice President and Chief Financial Officer (Duly Authorized Officer) | ||||||