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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 13, 2025
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 13, 2025, the Board of Directors (the “Board”) of GATX Corporation (the “Company”) elected Robert S. Wetherbee as a director and assigned him to its Audit and Compensation Committees, effective immediately. Mr. Wetherbee’s initial term as a director will expire at the 2026 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. Wetherbee, the size of the Board is now nine members.

The Board has determined that Mr. Wetherbee is independent under the applicable independence requirements of the New York Stock Exchange. There are no transactions in which Mr. Wetherbee 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. Wetherbee was not pursuant to any arrangement or understanding between him and any other person. The Governance Committee of the Board recommended Mr. Wetherbee 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. Wetherbee 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 14, 2025.

Item 7.01 Regulation FD Disclosure.
On July 14, 2025, 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   
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 14, 2025


EX-99.1 2 a07142025wetherbeeannoun.htm EX-99.1 a07142025wetherbeeannoun
FOR IMMEDIATE RELEASE GATX CORPORATION ADDS ROBERT S. WETHERBEE TO BOARD OF DIRECTORS CHICAGO, July 14, 2025 ‒ GATX Corporation (NYSE: GATX) today announced the election of Robert “Bob” S. Wetherbee to its board of directors. Mr. Wetherbee will also serve as a member of the board’s Audit and Compensation Committees. With the appointment of Mr. Wetherbee, the GATX board will now consist of nine members, including eight independent directors. “We are pleased to welcome Bob to GATX’s board of directors,” said Robert C. Lyons, president and chief executive officer of GATX. “Bob is a proven leader in the specialty materials and metals industries with experience serving a variety of end markets, including a wide range of industrial and commercial aerospace sectors. His insights will be an asset to GATX as we continue executing our growth strategies across our railcar, aircraft spare engine, and tank container leasing businesses globally.” “Bob is an excellent addition to our group of independent directors,” said James B. Ream, chair of the board of directors. “With a professional career of over 40 years, combined with his extensive knowledge in the specialty materials and metals sectors, Bob will provide valuable perspectives to GATX.” Mr. Wetherbee, 65, is executive chairman of ATI Inc., (NYSE: ATI), a producer of high-performance materials and solutions for the global aerospace and defense markets and critical applications in electronics, medical and specialty energy. He became president and chief executive officer of ATI in January 2019 and was named board chair in May 2021. He’s held his current position since July 2024. Mr. Wetherbee joined ATI in 2010 and served as president of its Tungsten Materials and Flat Rolled Products businesses. Mr. Wetherbee served in a variety of key leadership roles over 29 years at Alcoa Inc. as well as at Minerals Technologies, Inc. and Metalspectrum.com, an industry-led e-commerce marketplace. Mr. Wetherbee currently serves on the board of directors of Commercial Metals Company, a global manufacturer, recycler and marketer of steel and metal products, related materials and services, and he has served as board chair since September 2024. Mr. Wetherbee holds a Bachelor of Science degree in industrial administration with an emphasis in accounting from Iowa State University. 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

 
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 and Corporate Communications 312-621-4285 shari.hellerman@gatx.com (07/14/2025)