SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|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:
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;
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
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:
Diane M. Aigotti
Anne L. Arvia
Brian A. Kenney
James B. Ream
Adam L. Stanley
David S. Sutherland
Stephen R. Wilson
Paul G. Yovovich
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:.
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:
|Item 9.01|| |
Financial Statements and Exhibits.
|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).|
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.
|Thomas A. Ellman|
|Executive Vice President and Chief Financial Officer|
April 29, 2021