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 25, 2014
 __________________________ 
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, 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:
o
Written communication 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 25, 2014. At the Annual Meeting, 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 2015 Annual Meeting of Shareholders or until their successors are duly elected and qualified:

Name
For
Against
Abstain
Broker Non-Votes
Anne L. Arvia
40,575,666
144,902
80,709
2,600,143
Ernst A. Häberli
40,545,030
168,035
88,212
2,600,143
Brian A. Kenney
38,515,762
2,217,077
68,438
2,600,143
James B. Ream
40,616,881
110,419
73,977
2,600,143
Robert J. Ritchie
40,563,798
152,545
84,934
2,600,143
David S. Sutherland
40,593,117
124,757
83,403
2,600,143
Casey J. Sylla
40,604,868
107,511
88,897
2,600,143
Paul G. Yovovich
40,608,654
107,385
85,238
2,600,143

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, 2014, by the following vote:

For
Against
Abstain
41,393,117
1,929,852
78,451

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 14, 2014, 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
35,319,119
677,299
4,804,858
2,600,143



 









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, thereunto duly authorized.
 
 
GATX CORPORATION
(Registrant)
 
/s/ Robert C. Lyons
Robert C. Lyons
Executive Vice President and Chief Financial Officer
April 29, 2014