GATX CORP
For the period ended Apr 26, 2024. Filed Mar 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 26, 2024 · Filed Mar 15, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to§240.14a-12 |
GATX CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2024 PROXY STATEMENTNotice of Annual Meeting of Shareholdersto be held on April 26, 2024
March 15, 2024
Dear Shareholders:
On behalf of the Board of Directors, I invite you to attend GATX Corporation’s 2024 Annual Meeting of Shareholders on Friday, April 26, 2024 at 9:00 a.m. Central Time. This year’s annual meeting will be a virtual meeting of shareholders. You will be able to attend the annual meeting online, vote your shares electronically, and submit your questions during the annual meeting by visiting https://meetnow.global/MLSYNVU. The proxy materials for the meeting, which are available for viewing and printing at www.envisionreports.com/GATX, include a notice setting forth the items we expect to address at the meeting, our Proxy Statement, and a copy of our 2023 annual report to our shareholders.
In 2023, GATX’s net income was $259.2 million, or $7.12 per diluted share. Each of our business units contributed to our excellent financial results for the year. Rail North America’s lease revenues increased $62.8 million, or over 7%, from the prior year and exceeded our expectations, as we capitalized on strong demand for existing assets and a favorable railcar leasing environment. Our commercial team did an outstanding job achieving higher lease renewal rates and longer lease terms while maintaining over 99% fleet utilization.
Our Rail International businesses performed well. Fleet utilization in both Europe and India was solid at year-end, and Rail Europe continued to experience higher renewal lease rates compared to expiring rates for most railcar types throughout the year. Strong economic growth continued to support high demand for our railcars in India. In Portfolio Management, the Rolls-Royce and Partners Finance affiliates (“RRPF”) outperformed our original expectation due to the strong recovery in global passenger air travel. Demand for aircraft spare engines within the RRPF portfolio was very strong, and revenues from GATX wholly owned engines exceeded our expectations for the year.
Even in a higher interest rate environment, we identified attractive opportunities in both primary and secondary markets to grow our global asset base, which helps build the foundation for our future success. In addition to placing deliveries of new railcars under our multi-year supply agreements in North America, we identified incremental opportunities to acquire railcars in the secondary market. Rail North America’s investment volume totaled $977 million in 2023 as we acquired over 5,900 new and used railcars. In addition, we added a combined total of over 4,600 new railcars in Europe and India, bringing Rail International’s full-year investment volume to over $380 million. Turning to Portfolio Management, we increased our direct investment in aircraft spare engines through GATX Engine Leasing by acquiring 10 engines for over $260 million. In total, our 2023 investment volume was over $1.6 billion.
Your vote is very important. Whether or not you plan to attend the virtual annual meeting, please ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by internet or telephone or by signing and returning your proxy card, if requested, in the envelope provided. On behalf of the Board of Directors and management, I would like to thank you for your continued support of GATX.
| | Sincerely, |
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| | President and Chief Executive Officer |
Important Notice Regarding the Availability of Proxy Materials**
**for the Shareholders’ Meeting to be held on April 26, 2024.
The following materials are available at www.envisionreports.com/GATX:
| ● | The Notice of Annual Meeting of Shareholders to be held on April 26, 2024; |
| ● | GATX Corporation 2024 Proxy Statement; and |
A Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or the proxy statement, proxy card and annual report are being sent to shareholders beginning on or about March 15, 2024.
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| | Notice of AnnualMeeting of Shareholders |
GATX 2024 Annual Meeting of Shareholders
| Date: | Friday, April 26, 2024 | Items of Business:●Election of 9 Directors●Adoption of Advisory Resolution to Approve Executive Compensation●Ratification of Independent Registered Public Accounting Firm |
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| Time: | 9:00 a.m. Central Time | |
| Place: | The annual meeting will be held as a live audio webcast athttps://meetnow.global/MLSYNVU | |
| Record Date: | Close of business on March 1, 2024 |
Advance Voting Methods and Deadlines
Internet and telephone voting are available 24 hours a day, seven days a week up to these deadlines:●Registered Shareholders—closing of the polls at the virtual annual meeting●Beneficial Owners—11:59 p.m. Eastern Time on April 25, 2024 (after which voting is available online at the virtual annual meeting if properly registered in advance)●Participants in GATX 401(k) Plans—8:00 a.m. Eastern Time on April 24, 2024
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| Go to the website identified on the Notice of Internet Availability or proxy card●Enter the Control Number printed on the Notice of Internet Availability or proxy card●Follow the instructions on the screen. | | Call the toll-free number identified on the proxy card●Enter the Control Number printed on the Notice of Internet Availability or proxy card●Follow the recorded instructions. | | Mark your selections on the proxy cardA proxy card may be requested by following the instructions on the Notice of Internet Availability●Date and sign your name exactly as it appears on the proxy card●Promptly mail the proxy card in the enclosed postage-paid envelopeReturn promptly to ensure that it is received before the deadlines stated above. | | You can vote online at the virtual annual meeting●Follow the instructions on the meeting website: https://meetnow.global/MLSYNVU |
By Order of the Board of Directors,
*Executive Vice President, General Counsel and
*Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.