GATX (GATX) Proxy Filing summary

Executive summary

• Achieved net income of $333.3 million and diluted EPS of $9.12 in 2025, with strong performance across all business units and high fleet utilization rates of 99% in North America.

• Completed a major acquisition of Wells Fargo's rail asset portfolio via a joint venture, adding approximately 101,000 railcars and expanding scale and diversification.

• Invested over $1.3 billion in transportation assets, including significant investments in railcars and aircraft spare engines.

• Returned $155 million to shareholders through dividends and share repurchases, marking the 15th consecutive year of dividend increases.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, an advisory resolution on executive compensation, approval of an amendment and restatement of the 2012 Incentive Award Plan, and ratification of Ernst & Young LLP as the independent auditor for 2026.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Eight of nine director nominees are independent; the Board is led by an independent Chair.

• Board committees (Audit, Compensation, Governance) are fully independent and conduct annual self-evaluations.

• Regular board refreshment and succession planning processes are in place, with a focus on diversity of skills and backgrounds.

• Share ownership requirements, anti-hedging/pledging policies, and a clawback policy are enforced.