GATX (GATX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 25, 2025, to be held virtually; shareholders can vote online, by phone, or by mail.

• 2024 net income was $284.2 million ($7.78 per diluted share); strong performance across all business units, with Rail North America lease revenues up over 10%.

• Over $1.6 billion invested in transportation assets in 2024, including significant expansion in North America, Europe, and India.

• Total shareholder return exceeded 30% for 2024; dividend increased for the 14th consecutive year.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 8 directors, advisory resolution to approve executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• No other shareholder proposals are on the agenda for the 2025 meeting.

Board of directors and corporate governance

• Board consists of 8 nominees, 7 of whom are independent; annual election of directors and majority voting standard.

• Independent Board Chair and fully independent Audit, Compensation, and Governance Committees.

• Annual board and committee self-evaluations, CEO succession planning, and regular board refreshment.

• Share ownership requirements and anti-hedging/anti-pledging policies in place for directors and executives.