GATX (NYSE: GATX) shareholders approve incentive plan changes and all 2026 proposals

Rhea-AI Filing Summary

GATX Corporation reported results of its 2026 annual meeting. Shareholders approved an amendment and restatement of the GATX Corporation Amended and Restated 2012 Incentive Award Plan, which, among other changes, increased the number of common shares reserved for issuance under the plan by 1,300,000 shares.

All nine director nominees were elected to the board for terms lasting until the 2027 annual meeting. Shareholders also approved, on a non-binding advisory basis, the compensation of named executive officers, reaffirmed the amended and restated 2012 Incentive Award Plan, and ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Incentive plan share increase: 1,300,000 shares Shares entitled to vote: 35,523,634 shares Shares present at meeting: 34,016,938 shares +3 more

6 metrics

Incentive plan share increase 1,300,000 shares Additional common shares reserved under amended 2012 Incentive Award Plan

Shares entitled to vote 35,523,634 shares Outstanding and entitled to vote on record date for 2026 annual meeting

Shares present at meeting 34,016,938 shares Shares present in person or by proxy, constituting a quorum

Say-on-pay votes For 32,305,678 votes Non-binding advisory approval of executive compensation (Proposal 2)

Incentive plan amendment votes For 29,208,378 votes Approval of amended and restated 2012 Incentive Award Plan (Proposal 3)

Auditor ratification votes For 32,472,609 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Key Terms

Amended and Restated 2012 Incentive Award Plan, non-binding advisory basis, independent registered public accounting firm, broker non-votes

4 terms

Amended and Restated 2012 Incentive Award Plan financial

"approved an amendment and restatement of the GATX Corporation Amended and Restated 2012 Incentive Award Plan"

non-binding advisory basis regulatory

"The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm regulatory

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes regulatory

"For | Against | Abstain | Broker Non-Votes 32,305,678 | 477,627 | 50,143 | 1,183,490"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

0000040211falseNYSETX00000402112026-04-242026-04-240000040211exch:XNYS2026-04-242026-04-240000040211exch:XCHI2026-04-242026-04-24

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 24, 2026

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
Common Stock			GATX			NYSE Texas, Inc

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of GATX Corporation (the “Company”) held on April 24, 2026, the Company’s shareholders, upon the recommendation of the Board of Directors, approved an amendment and restatement of 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. The Restated Plan, among other things, (i) increased the number of shares of common stock reserved for issuance under the existing plan by 1,300,000 shares, (ii) removed the fixed term under the existing plan, (iii) increased certain annual limits on awards that may be granted to any individual participant in a calendar year, (iv) increased the annual limit of compensation payable to non-employee directors, and (v) provided that consultants will be eligible participants under the Restated Plan.

A more detailed description of the material terms of the Restated Plan is included in our 2026 Proxy Statement filed with the Securities and Exchange Commission on March 13, 2026 (the “Proxy Statement”). The foregoing description of the Restated Plan is not complete and is qualified in its entirety by reference to the complete 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 of the Company considered and voted upon four proposals, each of which is described in detail in the Proxy Statement. Of the 35,523,634 shares outstanding on the record date and entitled to vote at the Annual Meeting, 34,016,938 shares were present in person or by proxy, constituting a quorum. The results of each matter voted upon are as follows:

Proposal 1 - Election of Directors

Each of the nine individuals named below was elected to serve on the Company’s Board of Directors until the Company’s 2027 annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, or until his or her earlier death, resignation, or removal, by the following vote:

Name			For			Against			Abstain			Broker Non-Votes
Diane M. Aigotti			32,739,163			79,559			14,727			1,183,490
Anne L. Arvia			31,322,091			1,490,799			20,558			1,183,490
Shelley J. Bausch			32,746,121			65,947			21,379			1,183,490
John M. Holmes			32,784,427			33,483			15,538			1,183,490
Robert C. Lyons			31,715,896			1,097,991			19,561			1,183,490
James B. Ream			31,584,209			1,232,947			16,292			1,183,490
Adam L. Stanley			32,636,225			174,249			22,975			1,183,490
Robert S. Wetherbee			32,766,891			50,452			16,105			1,183,490
Paul G. Yovovich			31,393,054			1,418,752			21,642			1,183,490

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-Votes
32,305,678			477,627			50,143			1,183,490

Proposal 3 - Approval of an Amendment and Restatement of the Company's 2012 Incentive Award Plan

The shareholders approved an amendment and restatement of the GATX Corporation Amended and Restated 2012 Incentive Award Plan by the following vote:

For			Against			Abstain			Broker Non-Votes
29,208,378			3,558,157			66,912			1,183,490

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, 2026, by the following vote:

For			Against			Abstain			Broker Non-Votes
32,472,609			1,501,787			42,542			—

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1			GATX Corporation Amended and Restated 2012 Incentive Award Plan, effective as of April 24, 2026.
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/ Brian L. Glassberg

Brian L. Glassberg

Executive Vice President, General Counsel

and Secretary

April 28, 2026

FAQ

What did GATX (GATX) shareholders approve regarding the 2012 Incentive Award Plan?

Shareholders approved an amendment and restatement of the GATX Corporation Amended and Restated 2012 Incentive Award Plan, increasing shares reserved for issuance by 1,300,000 common shares. The plan also adjusts award limits, expands eligible participants to consultants, and removes the prior fixed term.

Were all GATX (GATX) director nominees elected at the 2026 annual meeting?

Yes. All nine GATX director nominees were elected to the board to serve until the 2027 annual meeting. Each nominee received significantly more votes “For” than “Against,” with additional abstentions and broker non-votes reported for informational purposes.

How did GATX (GATX) shareholders vote on executive compensation in 2026?

GATX shareholders approved executive compensation on a non-binding advisory basis, with 32,305,678 votes For, 477,627 Against, 50,143 Abstain, and 1,183,490 broker non-votes. This vote related to disclosures in the company’s 2026 proxy statement compensation section.

What was the shareholder turnout for GATX (GATX) at the 2026 annual meeting?

Out of 35,523,634 shares outstanding and entitled to vote on the record date, 34,016,938 shares were present in person or by proxy. This level of participation constituted a quorum, allowing all proposals to be considered and voted upon.

Which auditing firm did GATX (GATX) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as GATX’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 32,472,609 votes For, 1,501,787 Against, and 42,542 Abstain, with no broker non-votes listed.

Did GATX (GATX) expand eligibility under its incentive plan?

Yes. The amended and restated 2012 Incentive Award Plan makes consultants eligible participants in addition to existing eligible groups. It also increases certain annual award limits and the annual cap on compensation payable to non-employee directors under the plan framework.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1006.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.7 KB