GATX Corporation (NYSE:GATX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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GATX Corporation (NYSE:GATX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

At the 2017 Annual Meeting of Shareholders (the Annual Meeting)
of GATX Corporation (the Company) held on May 5, 2017, the
Companys shareholders, upon the recommendation of the Board of
Directors, approved the GATX Corporation Amended and Restated
2012 Incentive Award Plan (the Restated Plan), which was
previously adopted by the Board of Directors, subject to the
approval by the shareholders. Such shareholder approval also
served as approval for purposes of section 162(m) of the US
Internal Revenue Code. The Restated Plan, among other things, (i)
increased the number of shares of common stock reserved for
issuance under the plan by 3,500,000 shares, (ii) modified the
method by which full value shares are counted under the plan,
(iii) added certain performance goals, (iv) adopted an annual
limitation on compensation payable to non-employee directors, (v)
prohibited the payment of dividends or dividend equivalents on
any unvested awards, rather than only performance vesting awards
and (vi) extended the plans term to February 21, 2027.
A more detailed description of the material terms of the Restated
Plan, including the amendments, was included in our 2017 proxy
statement filed with the Securities and Exchange Commission on
March 24, 2017 (the Proxy Statement). The foregoing and the
summary in the Proxy Statement are not complete summaries of the
terms of the Restated Plan and are qualified by reference to the
text of the Restated Plan, which is filed herewith as Exhibit
10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders voted on the following
five proposals and cast their votes as described below.
Proposal 1 – Election of Directors
The ten individuals named below were elected to serve on the
Companys Board of Directors (the Board) until the Companys 2018
Annual Meeting of Shareholders or until their successors are duly
elected and qualified:
Name
For
Against
Abstain
Broker Non-Votes
Diane M. Aigotti
34,692,644
112,788
140,592
2,817,089
Anne L. Arvia
34,686,547
133,272
126,205
2,817,089
Ernst A. Hberli
34,608,869
195,635
141,040
2,817,089
Brian A. Kenney
33,920,014
902,151
123,859
2,817,089
James B. Ream
34,635,110
162,818
148,096
2,817,089
Robert J. Ritchie
34,653,584
151,135
141,305
2,817,089
David S. Sutherland
34,679,879
123,914
142,231
2,817,089
Casey J. Sylla
33,866,888
936,757
142,379
2,817,089
Stephen R. Wilson
34,653,975
167,215
124,834
2,817,089
Paul G. Yovovich
34,531,592
199,429
215,003
2,817,089
Proposal 2 – 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, 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
33,761,004
924,712
260,308
2,817,089
Proposal 3 – Advisory Resolution on Frequency of Future Votes on
Executive Compensation
The shareholders approved, on an advisory basis, a frequency of
every year for future advisory votes on the compensation of the
Companys named executive officers by the following vote:
Every Year
Every 2 Years
Every 3 Years
Abstain
Broker Non-Vote
31,011,520
163,521
3,598,638
172,345
2,817,089
Proposal 4 – Approval of the Companys Amended and Restated 2012
Incentive Award Plan
The shareholders approved the Companys Amended and Restated 2012
Incentive Award Plan by the following vote:
For
Against
Abstain
Broker Non-Vote
29,697,573
5,058,181
190,270
2,817,089
Proposal 5 – 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, 2017, by the following vote:
For
Against
Abstain
36,080,054
1,490,050
193,009
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1
GATX Corporation Amended and Restated 2012 Incentive Award
Plan (incorporated by reference to Appendix A of the
Companys Proxy Statement filed on March 24, 2017).


About GATX Corporation (NYSE:GATX)

GATX Corporation is a railcar lessor, owning fleets in North America, Europe and Asia. The Company operates through four segments: Rail North America, Rail International, American Steamship Company (ASC) and Portfolio Management. Rail North America provides railcars pursuant to full-service leases under which it maintains the railcars, pays ad valorem taxes and insurance, and provides other ancillary services. Rail International comprises the Company’s European operations, GATX Rail Europe (GRE), and a railcar leasing business in India (Rail India), as well as one development-stage affiliate in China. ASC operates a fleet of the United States-flagged vessels on the Great Lakes, providing waterborne transportation of dry bulk commodities, such as iron ore, coal, limestone aggregates and metallurgical limestone. Portfolio Management generates leasing, marine operating, asset remarketing and management fee income through a collection of diversified assets and joint venture investments.

GATX Corporation (NYSE:GATX) Recent Trading Information

GATX Corporation (NYSE:GATX) closed its last trading session up +0.40 at 59.68 with 214,677 shares trading hands.