---
schema_version: "secwatch.filing_event.v1"
accession: "0000040211-23-000055"
form_type: "8-K"
ticker: "GATX"
cik: "0000040211"
company_name: "GATX CORP"
filed_at: "2023-05-02T23:59:59+00:00"
generated_at: "2026-06-16T03:59:29.722971+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# GATX shareholders elect eight directors, approve say-on-pay annually at 2023 meeting

## Summary
- All eight director nominees elected with over 30 million votes for each; highest against was James B. Ream (1.83M).
- Say-on-pay approved with 31.2M for vs 0.94M against; frequency set to every year (29.95M votes).
- Ratification of Ernst & Young as auditor for 2023 approved with 32.09M for vs 1.33M against.
- 94.7% of outstanding shares (33.47M) present, forming quorum.
- Board determined annual say-on-pay votes will continue until next frequency vote no later than 2029.

## SEC filing metadata
- accession: 0000040211-23-000055
- form_type: 8-K
- ticker: GATX
- cik: 0000040211
- company_name: GATX CORP
- filed_at: 2023-05-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/40211/000004021123000055/0000040211-23-000055-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/40211/000004021123000055/gatx-20230428.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000040211-23-000055
- JSON: https://secwatch.observer/filing/0000040211-23-000055.json
- Plain text: https://secwatch.observer/filing/0000040211-23-000055.txt

## Key facts
- Shareholder Votes
  GATX CORP shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2023-04-28 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: Proposal 4 - 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, 2023, by the following vote: For Against Abstain Broker Non-Votes 32,092,586 1,334,358 40,105 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/40211/000004021123000055/0000040211-23-000055-index.htm
- Shareholder Votes
  GATX CORP shareholders approved Advisory Resolution on Executive Compensation at the 2023-04-28 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: 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 (referred to as a “Say-on-Pay” vote), by the following vote: For Against Abstain Broker Non-Votes 31,218,298 944,512 79,996 1,224,243
  evidence_url: https://www.sec.gov/Archives/edgar/data/40211/000004021123000055/0000040211-23-000055-index.htm
- Shareholder Votes
  GATX CORP shareholders approved Election of Directors at the 2023-04-28 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-28
  source text: Proposal 1 - Election of Directors Each of the eight individuals named below was elected to serve on the Company's Board of Directors (the "Board") until the Company's 2024 annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, or until his or her earlier death or resignation, by the following vote: Name For Against Abstain Broker Non-Votes Diane M. Aigotti 31,720,878 492,047 29,881 1,224,243 Anne L. Arvia 30,973,201 1,240,746 28,859 1,224,243 Robert C. Lyons 30,983,526 1,229,659 29,621 1,224,243 James B. Ream 30,378,578 1,831,158 33,070 1,224,243 Adam L. Stanley 31,701,004 511,714 30,088 1,224,243 David S. Sutherland 30,530,191 1,688,910 23,705 1,224,243 Stephen R. Wilson 31,708,727 490,771 43,308 1,224,243 Paul G. Yovovich 30,609,326 1,589,487 43,993 1,224,243
  evidence_url: https://www.sec.gov/Archives/edgar/data/40211/000004021123000055/0000040211-23-000055-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.