8-K

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): January 26, 2024

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
		Chicago Stock Exchange

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.

On January 26, 2024, the Board of Directors (the “Board”) of GATX Corporation (the “Company”) elected John M. Holmes as a director and assigned him to its Audit Committee, effective immediately. Mr. Holmes’s initial term as a director will expire at the 2024 annual meeting of the Company’s shareholders, at which time his continued Board service will be subject to renomination and shareholder approval. With the election of Mr. Holmes, the size of the Board is now 10 members.

The Board has determined that Mr. Holmes is independent under the applicable independence requirements of the New York Stock Exchange. There are no transactions in which Mr. Holmes has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, at this time.

The selection of Mr. Holmes was not pursuant to any arrangement or understanding between him and any other person. The Governance Committee of the Board recommended Mr. Holmes to the full Board as a nominee for election, and an internationally-recognized third-party search firm engaged by the Governance Committee provided assistance in identifying him as a potential Board candidate.

Mr. Holmes will participate in the Company’s standard non-employee director compensation arrangements described in the section entitled “Director Compensation” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 17, 2023.

Item 7.01. Regulation FD Disclosure.

On January 26, 2024, the Company issued a press release announcing the director election described above under Item 5.02. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

    

Exhibit No.	Description
99.1	Press release of GATX Corporation dated January 26, 2024
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/ Thomas A. Ellman

Thomas A. Ellman

Executive Vice President and Chief Financial Officer

January 26, 2024

EX-99.1

FOR IMMEDIATE RELEASE GATX CORPORATION ADDS JOHN HOLMES TO BOARD OF DIRECTORS CHICAGO, Jan. 26, 2024 − GATX Corporation (NYSE: GATX) today announced the election of John M. Holmes to its board of directors. Mr. Holmes will also serve as a member of the board’s Audit Committee. With the appointment of Mr. Holmes, the GATX board will now consist of 10 members, including nine independent directors. “We are pleased to welcome John to GATX’s board of directors,” said Robert C. Lyons, president and chief executive officer of GATX. “John is an outstanding business leader with deep international experience and a strong track record of performance. His insights will be an asset to GATX as we continue executing our global growth strategy.” “John is an excellent addition to our group of independent directors,” said James B. Ream, chair of the board of directors. “With his extensive knowledge of the global aviation industry and operational and financial expertise, John will provide valuable perspectives to GATX.” Mr. Holmes, 47, is chairman, president and chief executive officer of AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government customers. Mr. Holmes was named president of AAR in 2017, chief executive officer in 2018, and chairman of AAR’s board of directors in 2023. Mr. Holmes joined AAR in 2001 as director of mergers and acquisitions and became general manager of AAR’s Parts Supply business in 2003, and progressively assumed responsibility of other businesses with a focus on achieving growth and operational efficiencies. Prior to joining AAR, Mr. Holmes worked in investment banking and private equity. He holds an MBA from the University of Chicago and a bachelor’s degree in finance from the University of Illinois Urbana-Champaign. COMPANY DESCRIPTION At GATX Corporation (NYSE: GATX), we empower our customers to propel the world forward. GATX leases transportation assets including railcars, aircraft spare engines and tank containers to customers worldwide. Our mission is to provide innovative, unparalleled service that enables our customers to transport what matters safely and sustainably while championing the well-being of our employees and communities. Headquartered in Chicago, Illinois since its founding in 1898, GATX has paid a quarterly dividend, uninterrupted, since 1919. NEWS RELEASE

Page 2 AVAILABILITY OF INFORMATION ON GATX'S WEBSITE Investors and others should note that GATX routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the GATX Investor Relations website. While not all of the information that the Company posts to the GATX Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in GATX to review the information that it shares on www.gatx.com under the “Investors” tab. FOR FURTHER INFORMATION CONTACT: GATX Corporation Shari Hellerman Senior Director Investor Relations, ESG, and External Communications 312-621-4285 shari.hellerman@gatx.com (01/26/2024)

XML

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Document Information [Line Items]
Document Period End Date	Jan. 26, 2024
Entity Registrant Name	false
Entity Incorporation, State or Country Code	NY
Entity File Number	1-2328
Entity Tax Identification Number	36-1124040
Entity Address, Address Line One	233 South Wacker Drive
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	621-6200
Written Communications	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GATX
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Entity Emerging Growth Company	false
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Document Type	8-K
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CHICAGO STOCK EXCHANGE, INC [Member]
Document Information [Line Items]
Security Exchange Name	CHX