Shareholder Vote

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 22, 2022 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.) 233 South Wacker Drive Chicago , Illinois 60606 -7147 (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 filing obligation of the registrant under any of the following provisions: ☐ Written communication 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock GATX New York Stock Exchange Chicago Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07 Submission of Matters to a Vote of Security Holders On April 22, 2022, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company voted on the following three proposals, each of which is described in detail in the Company’s Proxy Statement for the Annual Meeting (the “Proxy Statement”). The results of each matter voted upon are as follows: Proposal 1 - Election of Directors The nine individuals named below were elected to serve on the Company’s Board until the Company’s 2023 Annual Meeting of Shareholders or until their successors are duly elected or appointed, by the following vote: Name For Against Abstain Diane M. Aigotti 31,677,981 381,748 25,877 Anne L. Arvia 31,002,488 1,060,677 22,441 Brian A. Kenney (1) 30,967,289 1,092,866 25,451 Robert C. Lyons 31,100,137 955,741 29,728 James B. Ream 30,913,747 1,147,280 24,579 Adam L. Stanley 31,665,811 388,858 30,937 David S. Sutherland 30,801,990 1,255,500 28,116 Stephen R. Wilson 31,669,190 392,321 24,095 Paul G. Yovovich 31,308,661 687,296 89,649 Broker Non-Vote 1,434,008 (1) Mr. Kenney intends to retire from the Company's Board on October 31, 2022. Proposal 2 - Advisory Resolution on Executive Compensation The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Proxy Statement, by the following vote: For Against Abstain Broker Non-Vote 31,149,727 873,969 61,910 1,434,008 Proposal 3 - Ratification of the Appointment 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, 2022, by the following vote: For Against Abstain 32,328,959 1,162,875 27,780 Item 9.01. Financial Statements and Exhibits.     (d) Exhibits Exhibit No.    Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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 hereunto duly authorized.   GATX CORPORATION (Registrant) /s/ Deborah A. Golden Deborah A. Golden Executive Vice President, General Counsel and Corporate Secretary April 27, 2022