GATX CORP
For the period ended Apr 25, 2025. Filed Mar 14, 2025.
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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 25, 2025 · Filed Mar 14, 2025
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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 |
2025 PROXY STATEMENTNotice of Annual Meeting of Shareholdersto be held on April 25, 2025
March 14, 2025
Dear Shareholders:
On behalf of the Board of Directors, I invite you to attend GATX Corporation’s 2025 Annual Meeting of Shareholders on Friday, April 25, 2025 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/MAGCWVM. 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 2024 annual report to our shareholders.
In 2024, GATX’s net income was $284.2 million, or $7.78 per diluted share. Each of our business units contributed to our strong financial results for the year. Rail North America’s lease revenues increased $94.7 million, or over 10%, from the prior year. Demand for existing railcars remained steady, and we continued to extend lease renewal terms at attractive rates while maintaining strong renewal success and over 99% fleet utilization. We were also able to capitalize on continued strong secondary market demand to further optimize Rail North America’s railcar fleet.
Our Rail International businesses produced solid operating results. Fleet utilization in both Europe and India remained high, and we continued to experience increases in renewal lease rates compared to expiring rates for most railcar types. In Engine Leasing, the Rolls-Royce and Partners Finance (“RRPF”) affiliates and our wholly owned aircraft spare engine portfolio achieved excellent results as strong global demand for aircraft engines continued. Growth in passenger air travel was robust, and global air travel has exceeded pre-pandemic levels.
In 2024, we once again executed on our strategy of investing in economically attractive opportunities in our core businesses, and we believe these investments will continue to drive future earnings growth. We invested over $1.1 billion in our Rail North America business, further expanding our platform through opportunistic railcar purchases in addition to investments under our committed supply agreement. During the year, GATX Rail Europe and GATX Rail India reached significant milestones, surpassing 30,000 and 10,000 railcars, respectively. Our engine leasing businesses increased their investments in aircraft spare engines, as we added 10 engines to our wholly owned portfolio for over $260 million, while the RRPF affiliates invested over $900 million. In 2024, GATX’s total investment volume exceeded $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 25, 2025.
The following materials are available at www.envisionreports.com/GATX:
| ● | The Notice of Annual Meeting of Shareholders to be held on April 25, 2025; |
| ● | GATX Corporation 2025 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 14, 2025.
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| | Notice of AnnualMeeting of Shareholders |
GATX 2025 Annual Meeting of Shareholders
| Date: | Friday, April 25, 2025 | Items of Business:●Election of 8 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/MAGCWVM | |
| Record Date: | Close of business on February 28, 2025 |
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 24, 2025 (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 23, 2025
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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/MAGCWVM |
By Order of the Board of Directors,
Executive Vice President, General Counsel and Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.