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

ME Staff 8-k

8 years ago

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.