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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): July 28, 2023

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 July 28, 2023, the Board of Directors (the “Board”) of GATX Corporation (the “Company”) elected Shelley J. Bausch as a director and assigned her to its Audit and Governance Committees, effective immediately. Ms. Bausch’s initial term as a director will expire at the 2024 annual meeting of the Company’s shareholders, at which time her continued Board service will be subject to renomination and shareholder approval. With the election of Ms. Bausch, the size of the Board is now nine members.

The Board has determined that Ms. Bausch is independent and meets the applicable independence requirements of the New York Stock Exchange and the Board’s more stringent standards for determining director independence. There are no transactions in which Ms. Bausch 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 Ms. Bausch was not pursuant to any arrangement or understanding between her and any other person. The Governance Committee of the Board recommended Ms. Bausch 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 her as a potential Board candidate.

Ms. Bausch 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 July 28, 2023, 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 July 28, 20 23.
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

July 28, 2023

EX-99.1 2 bauschannouncement.htm EX-99.1 bauschannouncement

Exhibit 99.1 NEWS RELEASE NEWS RELEASE GATX Corporation Adds Shelley Bausch to Board of Directors 7/28/2023 CHICAGO--(BUSINESS WIRE)-- GATX Corporation (NYSE: GATX) today announced the election of Shelley J. Bausch to its board of directors. Ms. Bausch will also serve as a member of the board’s Audit and Governance Committees. With the appointment of Ms. Bausch, the GATX board will now consist of nine members, including eight independent directors. “We are pleased to welcome Shelley to GATX’s board of directors,” said Robert C. Lyons, president and chief executive officer of GATX. “Shelley has extensive experience and success leading international businesses across industries. Her insights will be crucial to GATX as we continue executing our global growth strategy.” “Shelley is an excellent addition to our group of independent directors,” said James B. Ream, chair of the board of directors. “With her commercial expertise and public company board experience, Shelley will provide invaluable perspectives to GATX.” Ms. Bausch, 57, serves as Senior Vice President, Global Industrial Coatings of Axalta Coating Systems Ltd. (NYSE: AXTA), a leading global manufacturer, marketer and distributor of high-performance coatings systems that serves a variety of industrial end markets. Prior to being named to her current role in January 2021, Ms. Bausch led the Asia Pacific region and the Fluid Technologies business unit for Carlisle Companies Incorporated (NYSE: CSL), a manufacturer of engineered products used in roofing, architectural metal, aerospace, medical technologies, industrial, transportation, refinish, and agriculture, mining and construction equipment markets. Before joining Carlisle, she led the Global Industrial Coatings business for PPG Industries, Inc. (NYSE: PPG) from 2014 to 2017. Ms. Bausch started her career at Dow Corning Corporation and spent 25 years in a variety of commercial roles with increasing responsibilities. Ms. Bausch served on the board of directors of the Kraton Corporation from 2017 to 2022. She holds an MBA from the University of Michigan–Flint and a bachelor’s degree from Alma College. 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.

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. Shari Hellerman Senior Director Investor Relations, ESG, and External Communications GATX Corporation 312-621-4285 shari.hellerman@gatx.com