Bylaw Amendment · 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 23, 2021     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 5.625% Senior Notes due 2066   GMTA   New York 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 5.03 Amendments to Articles of Incorporation or By-Laws Effective April 23, 2021, the Board of Directors (the “Board”) of GATX Corporation (the “Company”) amended and restated the Company’s Amended and Restated By-Laws (the “By-Laws”) to reflect that the Company no longer owns American Steamship Company, and therefore is not subject to certain U.S. citizen ownership and control requirements related to federal maritime law. The substantive changes made in the By-Laws adopted by the Board are as follows:     (i)                     quorum requirements for the Board and each designated committee of the Board were revised to remove requirement that non-U.S. citizens may not constitute more than a minority of the number required for a quorum;     (ii)                     language was removed that provided if the Lead Director is not a U.S. citizen, Board meetings in the absence of the Chairman will be chaired by a U.S. citizen independent director designated by a majority of the U.S. citizen independent directors present at the meeting; and     (iii)                     language was removed providing that the Chief Executive Officer and Chairman must be U.S. citizens and that only U.S. citizens may act for the Chief Executive Officer or the Chairman in his or her absence. The By-Laws also include certain technical, conforming, modernizing and clarifying changes. The foregoing description is qualified in its entirety by the By-Laws which are attached hereto as Exhibit 3.1 and incorporated herein by reference.   Item 5.07 Submission of Matters to a Vote of Security Holders On April 23, 2021, 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 eight individuals named below were elected to serve on the Company’s Board until the Company’s 2022 Annual Meeting of Shareholders or until their successors are duly elected or appointed, by the following vote:   Name    For      Against      Abstain   Diane M. Aigotti      32,067,288        222,146        23,384   Anne L. Arvia      31,392,493        894,775        25,550   Brian A. Kenney      31,248,629        1,039,409        24,780   James B. Ream      31,398,626        884,171        30,021   Adam L. Stanley      32,061,850        225,896        25,072   David S. Sutherland      31,095,265        1,192,895        24,658   Stephen R. Wilson      31,926,705        359,890        26,223   Paul G. Yovovich      31,706,699        579,895        26,223   Broker Non-Vote         1,427,723      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 31,415,938   826,244   70,636   1,427,723 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, 2021, by the following vote:   For   Against   Abstain 32,981,259   727,595   31,687   Item 9.01 Financial Statements and Exhibits. (d) Exhibits   Exhibit No.    Description 3.1    Amended and Restated By-Laws of GATX Corporation, as amended and restated on April 23, 2021.  104    Cover Page Interactive Data File (embedded within the Inline BRL 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/ Thomas A. Ellman Thomas A. Ellman Executive Vice President and Chief Financial Officer April 29, 2021