GATX CORP - Proxy Solicitation & Information Statement 2019

DEF 14A 1 d687804ddef14a.htm DEF 14A DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☒ Definitive Proxy Statement

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☐ Soliciting Material Pursuant to §240.14a-12

GATX CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2 0 1 9 P R O X Y S T A T E M E N T

Notice of Annual Meeting of Shareholders

to be held on April 29, 2019

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March 18, 2019

Dear Shareholders:

On behalf of the Board of Directors, I invite you to attend GATX Corporations 2019 Annual Meeting of Shareholders on Monday, April 29, 2019, at 12:00 p.m. Central Time, at our corporate headquarters located at 233 South Wacker Drive, 52 nd Floor, Chicago, Illinois. Enclosed you will find a notice setting forth the items we expect to address at the meeting, our proxy statement, a form of proxy, and a copy of our 2018 annual report to our shareholders.

Our financial results in 2018 were significantly better than we originally anticipated. Capitalizing on an improved railcar leasing environment in North America, we realized higher fleet utilization, a higher renewal success rate, and higher lease renewal rates versus our original expectations. Maintenance expense was also lower than anticipated in 2018 due to fewer repairs performed by railroads as well as fewer tank qualifications. While we saw broad increases in market lease rates in 2018, revenue was still pressured as new lease rates remained below rates on expiring leases.

We executed on our strategy to invest aggressively in cost-advantaged railcars. In 2018, we entered into two long-term railcar supply agreements and invested more than $730 million in our North American fleet, including the acquisition of a competitors portfolio of approximately 3,100 railcars. We also continued to capitalize on strong North American secondary market demand by optimizing the fleet through railcar sales, generating significant remarketing income. In addition, our international railcar leasing business outperformed our expectations and achieved record high fleet utilization, while our American Steamship subsidiary significantly increased its profitability by operating its fleet more efficiently and capitalizing on late season demand opportunities. Lastly, our aircraft spare engine leasing joint ventures with Rolls-Royce produced another year of strong financial results.

Our outstanding operating performance during the year yielded excellent financial results as GATX:

produced diluted earnings per share of $5.52 ($5.22 excluding tax adjustments and other items) 1

earned return on equity of 11.8% (13.6% excluding tax adjustments and other items) 1

returned more than $184 million to our shareholders through payment of dividends and share repurchases

invested over $900 million in our businesses around the globe.

Your vote is very important. Whether or not you plan to attend in person, please ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by internet or telephone, or by signing and returning your proxy card in the enclosed envelope.

On behalf of the Board of Directors and management, I would like to thank you for your continued support of GATX. We hope you will be able to attend the meeting and look forward to seeing you there.

Sincerely,
Chairman of the Board, President and Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials

For the Shareholders Meeting to be held on April 29, 2019.

The Companys Proxy Statement for the 2019 Annual Meeting of Shareholders, the Annual Report to Shareholders for the year ended December 31, 2018, and the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018, are available at: www.envisionreports.com/GATX .

1 Our 2018 financial results calculated in accordance with GAAP include $11.5 million of tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement.

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Notice of Annual Meeting of Shareholders

GATX 2019 Annual Meeting of Shareholders

Date:	Monday, April 29, 2019
Time:	12:00 p.m. Central Time
Place:	GATX Corporation 233 South
Wacker Drive 52nd Floor Chicago, Illinois
Record Date:	Close of business on
March 4, 2019

Advance Voting Methods and Deadlines

Internet and telephone voting are available 24 hours a day, seven days a week up to these deadlines:

Registered Shareholders or Beneficial Owners 11:59 p.m. Eastern Time on April 28, 2019

Participants in GATX 401(k) Plans 8:00 a.m. Eastern Time on April 25, 2019.

Go to the website identified on the proxy card Enter the Control Number printed on the proxy card Follow instructions on the screen. Call the toll-free number identified on the proxy card Enter the Control Number printed on the proxy card Follow the recorded instructions. Mark your selections on the enclosed proxy card Date and sign your name exactly as it appears on the proxy card Promptly mail the proxy card in the enclosed postage-paid envelope. Return promptly to ensure that it is received before the deadlines stated above. You can vote in person at the annual meeting.

By Order of the Board of Directors,

Executive Vice President, General Counsel and

Corporate Secretary

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PROXY SUMMARY		1
PROXY STATEMENT		7
CORPORATE GOVERNANCE		7
Board of Directors		7
Board Independence		7
Board Leadership Structure		7
Board Committees		8
Annual Board and Committee Evaluations		10
Board Refreshment		10
Succession Planning		11
Risk Oversight		12
Anti-Hedging, Anti-Pledging Policies		13
Related Party Transactions		13
Director and Officer Indemnification and Insurance Arrangements		13
Shareholder Engagement		14
Sustainability and Corporate Citizenship		15
Communication with the Board		17
PROPOSAL 1:	ELECTION OF DIRECTORS	18
Director Criteria and Nomination Process		18
Nominees for Election to the Board of Directors		20
DIRECTOR COMPENSATION		26
PROPOSAL 2:	ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION	28
COMPENSATION DISCUSSION AND ANALYSIS		30
Executive Summary		31
Detailed Compensation Discussion and Analysis		40
Base Salary		40
Annual Incentive Awards		40
Long-Term Equity Based Incentive Awards		41
2018-2020 Performance Share Measures and Goal Setting		42
2018 Long-Term Incentive Payouts		44
Employee Benefits-Severance-Double Trigger Vesting		44
Process for Determining Executive Compensation (Including NEOs)		45
Compensation Governance		46
Compensation Committee Report		47

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EXECUTIVE COMPENSATION TABLES		48
Summary Compensation Table		48
Grants of Plan-Based Awards Table		49
Outstanding Equity Awards at Fiscal Year-End Table		51
Option Exercises and Stock Vested Table		52
Pension Benefits Table		52
Potential Payments upon Termination or Change of Control		53
Pay Ratio Disclosure		56
PROPOSAL 3:	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	57
Audit Committee Evaluation		57
Audit Committee Report		58
Pre-Approval Policy		58
Audit and Other Related Fees		59
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS		60
PRINCIPAL SHAREHOLDERS		61
FORWARD-LOOKING STATEMENTS		63
OTHER INFORMATION		64
Section 16(a) Beneficial Ownership Reporting Compliance		64
Shareholder Proposals		64
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		65

EXHIBIT A	GATX Corporation Director Independence Standard	A-1
EXHIBIT B	Reconciliation of Non-GAAP Financial Measures	B-1
EXHIBIT C	Location of the 2019 Annual Meeting of the Shareholders of GATX Corporation	C-1

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Proxy Summary

The Board of Directors (the Board ) of GATX Corporation ( GATX , the Company , we , us , or our ) is soliciting proxies for use at the Companys Annual Meeting of Shareholders to be held on Monday, April 29, 2019 (the Annual Meeting ). This Proxy Statement and accompanying proxy card are being mailed to shareholders on or about March 18, 2019.

This summary highlights information included elsewhere in this Proxy Statement and does not contain all of the information you should consider in voting. Please read this Proxy Statement carefully before voting your shares.

Annual Meeting of Shareholders

When g April 29, 2019, 12:00 p.m. Central Time

Where g GATX Corporation,

233 South Wacker Drive, 52nd Floor, Chicago, Illinois

You may vote if you were a shareholder of record at the close of business on March 4, 2019. We hope that you will be able to attend the Annual Meeting, but if you cannot do so, it is important that your shares be represented.

We urge you to read the Proxy Statement carefully and to vote your shares in accordance with the Boards recommendations by internet or telephone, or by signing and returning the enclosed proxy card in the postage-paid envelope provided, whether or not you plan to attend the Annual Meeting.

Voting Recommendations of the Board

Item	Description	For
1	Election of directors	●	18
2	Adoption of advisory resolution
approving our executive compensation	●	28
3	Ratification of independent registered public accounting firm	●	57

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting.

Voting at the Annual Meeting (page 65)

If your shares are registered in your name with our transfer agent, you may vote in person at the Annual Meeting. If you hold your shares through a broker, bank, or other nominee, you will not be able to vote in person at the Annual Meeting unless you first obtain a legal proxy from your nominee. For further information, please see How do I vote? on page 65.

Questions and Answers (page 65)

We encourage you to review the Questions and Answers about the Annual Meeting beginning on page 65 for answers to common questions about the rules and procedures surrounding the proxy and annual meeting process.

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PROXY SUMMARY

CORPORATE GOVERNANCE (PAGE 7)

GATX has a long-standing commitment to strong corporate governance, which promotes the long-term interests of shareholders and strengthens Board and management accountability. Highlights of our corporate governance practices include:

✓	Annual Election of Directors	✓	Annual CEO Succession Planning by Full Board
✓	Majority Voting for Directors	✓	Risk Oversight by Full Board and Committees
✓	Resignation Policy for Directors who Fail to Receive a Majority Vote	✓	Annual Board and Committee Self-Evaluations
✓	8 of 9 Director Nominees are Independent	✓	No Poison Pill
✓	Diversity of Experience and Skills Among Directors	✓	Anti-Hedging/Anti-Pledging Policies for Directors, Officers, and Employees
✓	Regular Director Skills Assessment and Board Succession Planning	✓	Share Ownership Requirements for Directors and Executive Officers
✓	Independent Lead Director	✓	Clawback Policy for Equity Awards and Incentive Compensation
✓	Independent Audit, Compensation, and Governance Committees	✓	Annual Say on Pay Advisory Vote
✓	Executive Sessions of Independent Directors After Each Board Meeting	✓	Active Shareholder Engagement Program

DIRECTOR NOMINEES (PAGE 20)

The following table provides summary information about each director nominee. Casey J. Sylla, who currently serves on the Board, will not be standing for re-election and will be retiring at the 2019 Annual Meeting. GATX is grateful to Mr. Sylla for his 14 years of dedicated and valuable service to the Company.

Name	Age	Director Since	Principal Occupation	Committee Memberships 1	Other Public Company Boards
Diane M. Aigotti*	54	2016	Executive Vice President, Managing Director and Chief Financial Officer, Ryan Specialty Group, LLC	A, G	0
Anne L. Arvia*	55	2009	Executive Vice President, Banking and Financial Services, The Auto Club Group; President and Chief Executive Officer, The Auto Club Trust	A (Chair), G	0
Ernst A. Häberli*	70	2007	Retired; Former President, Commercial Operations International, The Gillette Company	C, G	0
Brian A. Kenney	59	2004	Chairman, President and Chief Executive Officer, GATX Corporation	None	1
James B. Ream*	63	2008	Former Senior Vice President Operations, American Airlines	LD	0
Robert J. Ritchie*	74	2011	Retired; Former Chief Executive Officer, Canadian Pacific Railway Company	A, G	0
David S. Sutherland*	69	2007	Retired; Former President and Chief Executive Officer, IPSCO, Inc.	C (Chair), G	2
Stephen R. Wilson*	70	2014	Retired; Former Chairman, President and Chief Executive Officer, CF Industries Holdings, Inc.	A, C	1
Paul G. Yovovich*	65	2012	President, Lake Capital	C, G (Chair)	0

Independent Director

1 A = Audit Committee; C = Compensation Committee; G = Governance Committee; LD = Lead Director

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PROXY SUMMARY

2018 PERFORMANCE AND KEY ACCOMPLISHMENTS

competitors portfolio of approximately 3,100 railcars. We also capitalized on strong North American secondary market demand by optimizing the fleet through railcar sales, generating significant remarketing income. We continue to execute our strategy through all points in the business cycle and deliver against key metrics we use in our compensation plans. The table below shows our financial and operational performance over the past three years (2016-2018):

1 Amounts in the charts are based on net income, excluding tax adjustments and other items. For a reconciliation of net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, to net income, diluted earnings per share, and return on equity calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement.

2 Operational data in the charts relates to our Rail North American business.

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PROXY SUMMARY

Developing Leadership In August 2018, we implemented senior organizational changes to further develop our leaders. These changes were part of a longer-term succession planning effort by our Board to enhance our growth efforts and further drive the excellent performance our shareholders expect.

Executing Strategy During the year, we entered into two long-term railcar supply agreements for a total of over 12,450 railcars to be delivered through 2023. These agreements will allow us to grow our asset base to meet the needs of our customers. We invested more than $730 million in our North American fleet in 2018, including the acquisition of a competitors portfolio of approximately 3,100 railcars.

Growing Internationally In India, we continued to grow our leasing platform by doubling the size of the fleet . Utilization in Europe reached an all-time high of 98.8% . Executed on our strategy to diversify our European fleet beyond tank cars by expanding the size of our freight car fleet.

Returning Capital We concluded our 100th consecutive year of paying a dividend to our shareholders. 2018 marked the eighth consecutive year we increased our dividend. We repurchased $115.4 million of our common stock during the year .

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PROXY SUMMARY

EXECUTIVE COMPENSATION (PAGE 30)

Railcar leasing is our core business, accounting for approximately 85% of our 2018 revenue. Our rail customers operate in cyclical markets, such as the petroleum, chemical, fertilizer, food/agricultural, transportation, and construction industries. Combined with changing macroeconomic conditions and swings in railcar supply, this results in significant volatility in utilization and lease rates for railcars over time. At the same time, railcars have very long useful lives of 20-45 years. Thus, we have to proactively manage our business with a long-term view, which includes buying, leasing, maintaining, and selling railcars in these constantly changing business conditions over decades.

Our compensation programs reflect this cyclicality by appropriately rewarding management to emphasize current financial returns over growth in capital employed during stronger markets and, conversely, to emphasize

growth in capital employed over current financial returns in weaker markets. In this way, our Compensation Committee believes that our plans have been designed to reward executives for achieving those goals that will maximize long-term shareholder value.

Our compensation plans are directly linked to our financial and operating performance and creation of long-term shareholder value. Approximately 80% of our Chief Executive Officers compensation and approximately 65% of our other named executive officers compensation is performance based and not guaranteed. We encourage you to read the Compensation Discussion and Analysis starting on page 30 for more details regarding our performance and the alignment of our executive compensation with our performance and long-term shareholder value.

Executive Compensation Snapshot

| Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1)(2) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and
Non- Qualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) |
| Brian A. Kenney | 2018 | 976,500 | 1,790,795 | 1,755,880 | 1,260,857 | 0 | 8,250 | 5,792,282 |
| Chairman of the Board, | 2017 | 956,500 | 1,535,493 | 1,571,667 | 780,695 | 1,223,234 | 8,100 | 6,075,689 |
| President and Chief | 2016 | 956,500 | 1,496,083 | 1,512,126 | 1,071,854 | 1,270,477 | 7,950 | 6,314,990 |
| Executive Officer | | | | | | | | |
| Thomas A. Ellman | 2018 | 493,333 | 802,344 | 393,597 | 445,893 | 0 | 8,250 | 2,143,417 |
| Executive Vice President | 2017 | 460,000 | 358,486 | 366,722 | 262,816 | 477,646 | 8,100 | 1,933,770 |
| and
Chief Financial Officer | 2016 | 455,000 | 306,819 | 310,464 | 305,924 | 349,212 | 7,950 | 1,735,369 |
| Robert C. Lyons | 2018 | 536,300 | 831,633 | 422,023 | 484,728 | 0 | 8,250 | 2,282,934 |
| Executive Vice President | 2017 | 525,300 | 397,638 | 407,469 | 300,125 | 614,748 | 8,100 | 2,253,380 |
| and President, Rail | 2016 | 523,583 | 378,527 | 382,536 | 410,709 | 511,602 | 7,950 | 2,214,907 |
| North America | | | | | | | | |
| Deborah A. Golden | 2018 | 439,700 | 294,979 | 288,638 | 340,644 | 48,154 | 8,250 | 1,420,365 |
| Executive Vice President, | 2017 | 430,700 | 240,418 | 246,422 | 210,922 | 354,049 | 8,100 | 1,490,611 |
| General Counsel and | 2016 | 429,300 | 234,718 | 237,006 | 288,643 | 325,872 | 7,950 | 1,523,489 |
| Corporate Secretary | | | | | | | | |
| Paul F. Titterton | 2018 | 397,424 | 579,890 | 177,119 | 267,384 | 0 | 8,250 | 1,430,067 |
| Senior Vice President and Chief Operating Officer, | | | | | | | | |
| Rail North America | | | | | | | | |

(1) For awards granted under the GATX Amended and Restated 2012 Incentive Award Plan, amounts shown reflect the dollar amount of the grant date fair value of the awards for the years shown, in accordance with Accounting Standards Codification (ASC) Topic No. 718, Compensation Stock Compensation. Assumptions used to calculate these amounts are included in the notes to our audited financial statements contained in our Annual Reports on Form 10-K for fiscal years ended December 31, 2018, 2017, and 2016.

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PROXY SUMMARY

target) are as follows: Mr. Kenney ($3,581,590, $3,070,985, and $2,992,167); Mr. Ellman ($1,604,688, $716,971, and $613,637); Mr. Lyons ($1,663,266, $795,275, and $757,054); and Ms. Golden ($589,958, $480,836, and $469,436). The grant date fair value of the 2018 performance share award to Mr. Titterton assuming the highest level of performance (i.e., 200% of target) is $1,159,779.

(3) The amounts shown reflect the annual incentive awards earned under the GATX Cash Incentive Compensation Plan by each NEO for the years shown.

(4) Change in pension value reflects the increase in the present value of the accumulated pension benefit during the years shown. The Pension Benefits Table shows the present value of the accumulated pension benefit as of December 31, 2018 and the assumptions used in the calculation of that value. We determined the December 31, 2017 and December 31, 2016 present values using the same assumptions except that the interest rates used for discounting under ASC Topic No. 715, Compensation Retirement Benefits, were 3.68% in 2017 and 4.22% in 2016.

(5) For 2018, amounts shown reflect matching contributions of $8,250 we made to the GATX Salaried Employees Retirement Savings Plan for each NEO. For all periods presented, this column excludes dividends on SARs and performance shares because those dividends are included in the grant date fair value amounts for stock awards as reported in columns (e) and (f) of the table above and in column (m) of the Grants of Plan-Based Awards Table.

See Compensation Discussion and Analysis Beginning on page 30 for more details on 2019 Executive Compensation.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 57)

We ask that our shareholders ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2019. Below is summary information

about Ernst & Young LLPs fees for services provided in 2018 and 2017.

Type of Fees		2017 ($)
Audit Fees	2,571,000	2,613,000
Audit-Related
Fees	139,000	136,000
Tax Fees	43,000	63,000
All Other
Fees	2,000	2,000
TOTAL Fees	2,755,000	2,814,000

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Proxy Statement

CORPORATE GOVERNANCE

Board of Directors

The Board of Directors provides oversight, strategic direction, and counsel to management regarding the business, affairs, and long-term interests of GATX and our shareholders. Its responsibilities include the following:

reviewing and approving our major financial objectives, strategic and operating plans, strategic transactions with third parties, and other significant actions

overseeing the conduct of our business

assessing business risks to evaluate whether any changes to our business, strategy, or risk management practices may be warranted

overseeing our processes for maintaining the integrity of our financial statements and other public disclosures

ensuring compliance with law and ethical standards.

GATX has a long-standing commitment to strong corporate governance and ethical standards. Demonstrating this commitment, the Board has adopted the GATX Corporate Governance Guidelines, Code of Business Conduct and Ethics, and Code of Ethics for

Senior Company Officers, as well as charters for each of the Boards committees. These documents constitute the foundation of our corporate governance structure and are available on our website ( www.gatx.com ) in the Investor Relations section under Corporate Governance.

The Board and its committees meet throughout the year on an established schedule and hold special meetings from time to time as appropriate. Following each meeting, the Boards independent directors meet in executive sessions without the Chairman and Chief Executive Officer or other members of management present. The Lead Director serves as Chair of the executive sessions of the Board.

The Board met seven times during 2018, and each director attended at least 75% of the meetings of the Board and the committees on which he or she served during the year. We encourage all directors to attend the 2019 Annual Meeting of Shareholders, and in 2018 all directors then serving on the Board attended the annual meeting.

Board Independence

The Board has adopted the GATX Director Independence Standard set forth in Exhibit A to this Proxy Statement to evaluate the independence of directors and director nominees and to ensure compliance with the independence standards required by the New York Stock Exchange ( NYSE ) for listed companies. In accordance with this standard, and considering all relevant facts and circumstances, the Board has made an affirmative

determination that none of the following directors has a material relationship with GATX other than in his or her capacity as a member of the Board and that all of the following directors are independent: Diane M. Aigotti, Anne L. Arvia, Ernst A. Häberli, James B. Ream, Robert J. Ritchie, David S. Sutherland, Casey J. Sylla, Stephen R. Wilson, and Paul G. Yovovich.

Board Leadership Structure

Brian A. Kenney serves as our Chairman and Chief Executive Officer

James B. Ream serves as our Lead Director

9 of our 10 directors are independent under the NYSE listing standards and the GATX Director Independence Standard

All of the members of the Boards Audit, Compensation, and Governance Committees are independent.

The Board believes that having our Chief Executive Officer serve as Chairman of the Board is in the best interests of our shareholders because the Chief Executive Officers extensive knowledge of our business and strategy provides the Board with a clear understanding of the issues facing the Company and promotes effective Board decision-making, alignment on corporate strategy, and effective execution of that strategy by management.

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CORPORATE GOVERNANCE

The Board believes it is important to select the most qualified and appropriate director to serve as Chairman, whether that individual is an outside director or a member of executive management. Currently, Brian A. Kenney, our Chief Executive Officer, serves as Chairman. The Board believes that Mr. Kenney is the most appropriate individual to serve as Chairman because of his extensive knowledge of our business and strategy, as well as his demonstrated skill and commitment to performing effectively as Chairman of the Board. Having the Chief Executive Officer serve as Chairman provides the Board with a clear understanding of issues facing GATX, which, in turn, promotes effective Board decision-making, alignment on corporate strategy, and accountability of management.

Our Board is structured to promote independence whether or not its Chairman is a member of executive management. The entire Board, with the exception of Mr. Kenney, consists of independent directors, and the Audit, Compensation, and Governance Committees also are composed entirely of independent directors. The independent directors on the Board meet after each Board meeting in executive sessions that are not attended by Mr. Kenney or other members of management.

In addition, under our Corporate Governance Guidelines, the independent directors serving on the Board annually designate an independent Lead Director to provide leadership to the non-management members of the Board and to work with the Chairman and Chief

Executive Officer and the other Board members to provide effective and independent oversight of our management and affairs. Currently, James B. Ream serves as Lead Director. The powers and duties of the Lead Director include the following:

presiding at meetings of the Board if the Chairman and Chief Executive Officer is not present

regularly convening and serving as Chair of executive sessions of the independent directors

while not a member of any Board committee, the Lead Director attends the meetings of all Board committees

serving as principal liaison between the Chairman and Chief Executive Officer and the independent directors

advising the Chairman and Chief Executive Officer as to the quality, quantity, and timeliness of the flow of information from the Companys management that is necessary for the independent directors to effectively and responsibly perform their duties

in consultation with the Chairman and Chief Executive Officer, establishing the meeting schedules and agendas for each Board meeting to ensure that the Board has adequate time for discussion and consideration of matters

interviewing, along with the Chair of the Governance Committee, all director candidates and making recommendations to the Governance Committee.

Board Committees

| Director* | Board
of Directors | Audit Committee | Compensation Committee | Governance Committee |
| --- | --- | --- | --- | --- |
| Diane M. Aigotti | ● | ● | | ● |
| Anne L. Arvia | ● | C | | ● |
| Ernst A. Häberli | ● | | ● | ● |
| Brian A. Kenney | C | | | |
| James B. Ream | L | | | |
| Robert J. Ritchie | ● | ● | | ● |
| David S. Sutherland | ● | | C | ● |
| Casey J. Sylla | ● | ● | ● | |
| Stephen R. Wilson | ● | ● | ● | |
| Paul G. Yovovich | ● | | ● | C |
| Number of 2018 meetings | 7 | 6 | 6 | 5 |

In the table above, C means Chair and L means Lead Director.

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CORPORATE GOVERNANCE

The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Governance Committee. Each committee is composed of directors determined by the Board to be independent in accordance with the listing standards of the NYSE. Mr. Ream serves as Lead Director and, while he does not serve as a member of any particular Board committee, he attends the meetings of all Board committees.

The principal responsibilities of each of these committees are described generally below and in detail in their respective committee charters, which are available on our website ( www.gatx.com ) in the Investor Relations section under Corporate Governance.

Audit Committee

The Board has determined that each member of the Audit Committee has accounting or related financial management expertise and is financially literate, as that term is used in the listing standards of the NYSE. In addition, the Board has determined that each member of the Audit Committee is an audit committee financial expert, as that term is defined by the rules of the US Securities and Exchange Commission ( SEC ). All members of the Audit Committee satisfy the NYSEs independence standards applicable to audit committee members.

The Audit Committees functions include the appointment, retention, compensation, and oversight of our independent registered public accounting firm. The Audit Committee also reviews any related party transactions and assists the Board in oversight of:

the integrity of our financial statements

our compliance with legal and regulatory requirements

our guidelines, policies, and procedures with respect to risk assessment and risk management

the independent registered public accounting firms qualifications and independence with respect to services performed, including non-audit fees and services

the performance of our internal audit function and the independent registered public accounting firm.

The Audit Committee maintains free and open communication, and meets separately at each regularly scheduled committee meeting, with our independent registered public accounting firm, our internal auditor, and management.

Compensation Committee

The Compensation Committees functions include:

conducting an annual evaluation of the Chief Executive Officers performance

annually setting the Chief Executive Officers compensation level and reviewing and approving compensation levels of our other senior officers

establishing and administering our incentive compensation plans, equity-based plans, and other bonus plans, including granting awards and approving payouts under our plans

annually reviewing the corporate goals and objectives relating to compensation of our Chief Executive Officer and other senior officers

periodically reviewing and making recommendations to the Board regarding the compensation of our non-management directors

evaluating the qualifications and independence of the Compensation Committees independent compensation consultant.

Pay Governance LLC ( Pay Governance ) served as the Compensation Committees independent compensation consultant during 2018. In addition to providing advice on various aspects of GATXs compensation plans, programs, and policies, Pay Governance also advises the Compensation Committee periodically on current trends and best practices and reviews the agendas and supporting materials with management and the Compensation Committee Chair in advance of each committee meeting. A Pay Governance representative attends all Compensation Committee meetings, including executive sessions at which management is not present, and meets independently with the Compensation Committee as appropriate. In addition, Pay Governance provides specific recommendations for the Chief Executive Officers compensation and advice on the recommendations made by the Chief Executive Officer with respect to the compensation of other executives.

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CORPORATE GOVERNANCE

Governance Committee

The Governance Committees functions include:

identifying individuals qualified to become Board members and recommending to the Board a slate of director nominees for election at each annual meeting of shareholders

ensuring that all of the Board committees have the benefit of qualified and experienced independent directors

regularly reviewing a matrix of director skills to ensure a diversity of relevant experience, fresh perspective, skills, backgrounds, and other attributes on the Board

developing and overseeing an effective set of corporate governance policies and procedures designed to ensure that GATX adheres to strong corporate governance and ethical standards and complies with all applicable legal and regulatory requirements

overseeing the evaluation of the Boards performance and effectiveness, including the directors attendance and contributions to Board deliberations, and making such recommendations to the Board as may be appropriate.

Annual Board and Committee Evaluations

The Board conducts an evaluation of its performance and effectiveness on an annual basis. The purpose of the evaluation is to obtain the directors feedback on the Boards performance and identify ways to enhance its effectiveness. As part of the evaluation, each director receives a written questionnaire developed by the Governance Committee to solicit input on the Boards performance, effectiveness, composition, priorities, and culture. Using the questionnaire as a guide, the Governance Committee Chair conducts personal interviews with all directors to obtain their feedback and

discuss any other issues or concerns they may have. The Governance Committee Chair compiles the collective views and comments of the directors and then reports the results of the evaluation to the full Board.

Each of the Boards committees conducts its own evaluation using the same process as the Board evaluation. The Chair of each committee conducts personal interviews with the other committee members and, after compiling the results, presents a report to the committee and the full Board.

Each year, the Governance Committee Chair conducts a personal interview with each Board member to gather in-depth perspectives and candid insight about Board performance and effectiveness. The Chair of each committee follows the same process to obtain feedback from committee members on the committees performance and effectiveness.

Board Refreshment

The Board, led by the Governance Committee, regularly evaluates its own composition and succession plans in light of the Companys evolving business and strategic needs. The focus of this process is to ensure that the Board is composed of directors who possess a wide variety of relevant skills, professional experience, and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of shareholders. In identifying individuals for Board membership, the Governance Committee considers a candidates gender, age, ethnicity, and other individual qualities and attributes that contribute to an active, effective Board. The Board believes that new ideas and perspectives are critical to a forward-looking and strategic

Board, as are the extensive experience and deep understanding of our business and industry that long-serving directors possess. Accordingly, in its board refreshment and succession planning process, the Board considers both the benefits of continuity and fresh perspectives that new directors can bring.

In considering potential director candidates, the Governance Committee and Board take into account, among other factors, the needs of the Board and the Company in light of the overall composition of the Board with a view to achieving a balance of the skills, experience, and attributes that would be beneficial to the Boards oversight role. For more information, see Director Criteria and Nomination Process on page 18.

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Succession Planning

The Board regularly reviews long-term and emergency succession plans for the Chief Executive Officer and for other senior management positions. In assessing possible Chief Executive Officer candidates, the Board identifies the key skills, experience, and attributes it believes are required to be an effective Chief Executive Officer in light of the Companys business strategies, opportunities, and challenges. In addition, the Board ensures that directors

have substantial opportunities over the course of the year to engage with possible succession candidates. As part of these long-term succession planning efforts, in August 2018, we implemented organizational changes to some of our senior leadership positions in order to enhance our growth efforts and further drive the excellent performance our shareholders expect.

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CORPORATE GOVERNANCE

Risk Oversight

FULL BOARD While management is responsible for managing risk, the Board and its committees play a role in overseeing our risk management practices. We have robust internal processes and an effective internal control environment that facilitates identification and management of risk and regular communication with the Board. These include an enterprise risk management program, regular internal management disclosure committee meetings, codes of business conduct and ethics, a strong ethics and compliance program, and a comprehensive internal and external audit process. The Board implements its risk oversight function both as a whole and through delegation to Board committees, which meet regularly and report back to the Board.

| Audit Committee | Compensation
Committee | Governance
Committee |
| --- | --- | --- |
| Plays a key role in the Boards risk oversight process, particularly in relation to risks that could have a financial impact,
such as financial reporting, taxes, accounting, disclosure, internal controls, legal matters, cybersecurity, and our ethics and compliance programs. Discusses our risk assessment and risk management guidelines and policies with management, the internal auditors, and the independent registered public accounting
firm. Receives regular reports from management and discusses steps taken by management to
monitor and control risk exposures. Reviews all of our quarterly financial reports, including
any disclosure therein of risk factors affecting us and our business. Receives regular reports
from management regarding cybersecurity and information technology risks, controls and procedures, and any specific cybersecurity issues that could affect the adequacy of our internal controls. Provides regular reports to the Board on its risk oversight activities and any issues identified
thereby. | Manages risks associated with personnel and compensation issues, including executive compensation. Receives regular reports from the independent compensation consultant and management concerning our
compensation plans, policies, and practices. Sets performance goals under our annual and
long-term incentive plans and oversees our compensation plans, policies, and practices. Provides regular reports to the Board on its oversight of compensation-related risks. Together with Compensation Committees independent consultant, provides input to our human resources staff in conjunction with their annual assessment of potential
risks that may be created by our compensation plans, policies, and practices. The assessment conducted for 2018 found that our compensation plans, policies, and practices did not create risks that would be reasonably likely to have a material
adverse effect on GATX. In reaching this conclusion, we considered the mix of compensation paid to employees, as well as the risk control and mitigation features of our plans, including appropriate performance measures and targets, incentive plan
payout maximums, our compensation clawback policy, and mandatory stock retention requirements for our executive officers. | Manages risks associated with governance issues, such as the independence of the Board, Board effectiveness and organization,
corporate governance, and director succession planning. Reviews the skills and experience of
the directors on a regular basis to ensure the diversity of relevant experience necessary for an effective Board. Maintains corporate governance guidelines and procedures designed to assure compliance with all applicable legal and regulatory requirements and governance standards. Provides regular reports to the Board on its activities. |

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CORPORATE GOVERNANCE

Anti-Hedging, Anti-Pledging Policies

In addition to prohibiting our directors, officers, and employees from trading in GATX stock while in possession of material non-public information, our Insider Trading Policy also prohibits certain transactions in GATX stock that may create the potential for the interests of a director, officer, or employee to diverge from the interests of GATX and its shareholders. In particular, our policy prohibits directors, officers, and employees from

engaging in hedging transactions, including short sales, transactions in publicly traded options involving GATX stock, and use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. The policy also prohibits directors, officers, and employees from holding GATX stock in a margin account or pledging GATX stock as collateral for a loan.

Related Party Transactions

Related Party Transactions Approval Policy

We recognize that transactions with related parties present a heightened risk of real or perceived conflicts of interest and, therefore, may raise questions as to whether those transactions are consistent with the best interests of GATX and its shareholders. Accordingly, we have a formal, written policy that requires all related party transactions to be reviewed and approved by the Audit Committee. A related party transaction means any transaction (or series of transactions) valued at over $120,000 in which GATX is a participant and in which any related party has or will have a direct or indirect material interest. Our policy defines a related party to include all of our directors and executive officers, holders of more than 5% of our voting stock, and the immediate family members of those persons.

Under our policy, the Audit Committee will approve a related party transaction only if it determines that the transaction is in, or not inconsistent with, the best

interests of GATX and our shareholders, including, for example, situations where:

the transaction may enable us to obtain products or services of a nature, quantity, or quality, or on other terms, that are not readily available from alternative sources

the transaction is on arms length terms comparable to the terms on which we provide products or services to unrelated third parties or to our employees generally.

Upon completion of its review, the Audit Committee will approve or disapprove the related party transaction. In approving any related party transaction, the Audit Committee also will make a determination that the transaction does not constitute a conflict of interest under our Code of Business Conduct and Ethics.

Director and Officer Indemnification and Insurance Arrangements

As required by our By-Laws, we indemnify our directors and officers to the fullest extent permitted by the New York Business Corporation Law. In addition, we have entered into indemnification agreements with each member of the Board that contractually obligate us to provide this indemnification to our directors.

As permitted by the New York Business Corporation Law and our By-Laws, we maintain insurance policies that provide liability protection to our directors and officers for claims for which they may not be indemnified by the Company. These insurance policies also provide reimbursement to GATX for indemnification payments we make on behalf of our directors and officers, subject to the conditions and exclusions specified in the policies.

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CORPORATE GOVERNANCE

Shareholder Engagement

We believe that understanding issues of importance to our shareholders is critical for us to address their interests in a meaningful and effective way. It is also a tenet of good corporate governance. In that light, we engage with our shareholders on a regular basis to discuss a range of topics, including our performance, strategy, executive compensation, and corporate governance. Dialogue and engagement with our shareholders helps us understand how they view us, set goals and expectations for our performance, and identify emerging issues that may affect our strategies, corporate governance, compensation practices, or other aspects of our operations.

Our shareholder outreach and engagement program takes many forms and is a year-round activity. We participate in numerous investor road shows, analyst meetings, and investor conferences. We also provide investors with access to our executive officers in an effort to provide a full perspective on business operations, market conditions, and our long-term strategy. We communicate with shareholders through various media, including our annual report and SEC filings, proxy statement, news releases, and our website. We hold conference calls for our quarterly earnings releases and other major corporate events which are open to all. These calls are available in real time and as archived webcasts on our website.

Our Chairman and Chief Executive Officer, Chief Financial Officer and investor relations staff meet frequently with investors to discuss GATXs strategy, financial and business performance. In addition, members of our

Board, including our Lead Director, the Chair of the Governance Committee, and the Chair of the Compensation Committee meet with our large shareholders to discuss a range of issues, including executive compensation, corporate governance, and corporate social responsibility matters.

During 2018, we met with eight of our 12 largest shareholders (representing approximately 67% of the shares outstanding) to discuss a range of issues, including:

our business, strategy and operations

shareholder feedback on our proxy statement

Board composition and directors skill sets

the role of our Lead Director

the senior leadership management changes we announced in August 2018

lack of direct peers in the railcar leasing industry.

During our many shareholder interactions, we heard a diverse range of views. In general, our investors appreciated our transparency and willingness by our senior executives and members of the Board to engage with, and listen to, shareholders. In addition, we have made some enhancements to our Proxy Statement in response to suggestions from investors, including increased use of graphics and a more fulsome explanation of the qualifications of our directors and the role of our Lead Director.

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CORPORATE GOVERNANCE

Sustainability and Corporate Citizenship

GATXs vision is to be recognized as the finest railcar leasing company in the world by our customers, shareholders, employees, and the communities in which we operate. Consistent with that vision, we are committed to growing our business in a sustainable and socially responsible manner, and we demonstrate our commitment through our programs and initiatives. We maintain a Corporate Social Responsibility page on our website ( www.gatx.com ) to highlight our environmental and social responsibility accomplishments and provide key performance data to our shareholders. Sustainability

is integrated into our operations, and we have an Environmental, Health, and Safety organization that is focused on maintaining a safe and healthy working environment, demonstrating environmental leadership, and meeting or exceeding regulatory compliance standards.

We believe that investing in operating our business in a sustainable manner, investing in our people, and investing in our communities is key to achieving sustainable growth over the long-term for the benefit of our shareholders:

Sustainability	People	Communities
Commitment to conducting business in an environmentally, socially responsible
and ethical manner Protect the health and safety of our employees and the communities where we
operate Invest in programs to make our railcar maintenance operations, vessels, and
offices more efficient in order to minimize environmental impact.	Encourage diversity and inclusiveness in our people, and respect the local
cultures where we do business Invest in training, diversity, benefit programs, and education to help us
attract and retain the best and the brightest in the industry Commitment to operating our business consistent with the highest standards of
honest and ethical behavior.	Invest in civic engagement initiatives to support the communities where we live
and work Encourage employee involvement in their local communities through charitable
donations and by offering opportunities for them to tutor, mentor, build playgrounds, paint schools, work at food banks and shelters, and participate in food, clothing, and toy collection drives each year .

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CORPORATE GOVERNANCE

2018 Key Initiatives and Accomplishments

Environment	Safety	Social
We seek to improve the energy efficiency of our railcar maintenance facilities, offices, and vessels by investing in key facility enhancements, engaging
employees, and incorporating sustainability principles into our operations. We strive to efficiently utilize
water by seeking opportunities to reduce consumption and recycle water used by our railcar maintenance facilities, offices, and vessels. Our
American Steamship Company subsidiary continues to partner with experts in the public and private sector to develop and test new technology to achieve higher levels of purity in ballast
water with the goal of eliminating non-native species from the ballast water of Great Lakes vessels. We collaborate with our waste management vendors to reduce waste we send to landfills by identifying recycling opportunities and to ensure that the waste we produce is treated or disposed of in a safe and responsible manner. We
are committed to maintaining compliance with air quality standards at railcar maintenance facilities and on vessels by monitoring emissions, using control technology to capture and reduce emissions, and
identifying opportunities to further reduce emissions by improving efficiency or substituting materials.	GATX was the first U.S. railcar leasing company to achieve certification
as a Responsible Care ® Partner , as certified by the American Chemistry Council (ACC)
and the Chemical Industry Association of Canada. Using the Responsible Care ® framework, we have established an EHS management system that strives for continuous
improvement . We continually measure our performance and set goals for improvement in many key metrics such as safety incident rate, community involvement and support, environmental emissions, workers
compensation, waste generation, and energy consumption . Our management team takes an active role in developing and communicating our annual EHS goals across the organization and monitoring the
Companys efforts to achieve those goals. Our repair and maintenance facilities maintain an ongoing relationship with first responders in the communities where we operate to coordinate response plans in the event of an EHS incident involving our railcars or our facilities. GATX offers training on the proper use of our equipment and on
regulations that impact our business. We hold training sessions at our headquarters and at locations across North America through the use of our TankTrainer mobile
classroom. The TankTrainer mobile classroom is a 33,500-gallon tank car outfitted with a variety of fittings, coatings and configurations. Since 1993, the TankTrainer has provided a one-of-a-kind learning experience to thousands of employees, customers, rail and yard workers, first responders and others.	We encourage diversity and inclusiveness in our workforce, and our policies and programs are designed to provide fair treatment of all employees. Our operations worldwide are conducted in a manner consistent with
internationally recognized principles regarding human rights , including the United Nations Universal Declaration of Human Rights and Global Compact. GATX
is proud to be the largest single corporate donor in the history of Make-A-Wish Illinois . In 2018, we were the largest corporate donor to Make-A-Wish Illinois for the sixth year in a row. In
2018, we continued our support of the Big Shoulders Fund s Patrons Program by adopting two public schools in Chicago and offering our employees the opportunity to volunteer hours, guidance, tutoring, and much needed funding to help those inner-city schools succeed over the long-term. We invest in the training and development of our employees by offering them resources such as tuition reimbursement, professional development courses, and certification programs for maintenance personnel to enable career progression through higher skilled roles. Our
Compliance Department manages a robust compliance program intended to provide our employees with meaningful resources, training, and communication to assist them in doing their jobs in an ethical manner, while
empowering them to raise questions and concerns without fear of retaliation.

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CORPORATE GOVERNANCE

Communication with the Board

GATX shareholders and other interested parties may, at any time, communicate directly with the Board, any of our directors individually (including the Lead Director), or our non-management directors as a group through the office of our Corporate Secretary as follows:

by mail addressed to the Board, any director, or the non-management directors as a group, c/o the Corporate Secretary, GATX Corporation, 233 South Wacker Drive, Chicago, Illinois 60606-7147

electronically by sending an e-mail to [email protected]

anonymously through our hotline vendor, Convercent, by internet at www.convercent.com/report or by telephone at (800) 461-9330.

Our Corporate Secretary will review communications received by any of these methods and forward the communication promptly to the Board, individual directors, the Lead Director, or the non-management directors as a group, as appropriate, depending on the subject matter and facts and circumstances described in the communication.

Communications that are not related to the duties and responsibilities of the Board, are patently frivolous, or are otherwise considered to be improper for submission to the intended recipient(s), will not be forwarded.

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PROPOSAL 1: ELECTION OF DIRECTORS

Director Criteria and Nomination Process

Each year, the Board nominates a slate of director candidates for election at the Annual Meeting of Shareholders. The Board has delegated the process for screening potential director candidates to the Governance Committee with input from the Chairman and Chief Executive Officer and the Lead Director. When the Governance Committee determines that it is desirable to add a director or fill a vacancy on the Board, it will identify one or more individuals qualified to become directors and recommend them to the Board. In identifying qualified individuals, the Governance Committee generally retains a search firm for this purpose. In evaluating individuals for potential membership on the Board, the Governance Committee gives due consideration to the following criteria:

the highest level of personal and professional ethics, integrity, and values

an inquisitive and objective perspective

broad experience at the policy-making level in business, finance, accounting, government, or education

expertise and experience relevant to GATX and complementary to the background and experience of other Board members, so that an optimal balance and diversity of Board members may be achieved and maintained

broad business and social perspective and mature judgment

the candidates background, gender, age, and ethnicity

commitment to serve on the Board for an extended period of time to ensure continuity and to develop knowledge about the Companys business

demonstrated ability to communicate freely with management and the other directors, as well as the ability and disposition to meaningfully participate in a collegial decision-making process

willingness to devote the required time and effort to carry out the duties and responsibilities of a Board member

independence from any particular constituency, and the ability to represent the best interests of all shareholders and to appraise objectively the performance of management.

Nominees are selected so that the Board represents a diversity of viewpoints, professional experiences, education, skills, backgrounds, and other individual qualities and attributes that contribute to an active, effective Board.

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ELECTION OF DIRECTORS

Director Experience, Qualifications, and Skills

The Governance Committee is responsible for recommending to the full Board a slate of director nominees who collectively have the complementary experience, qualifications, skills, and attributes to guide the Company and function effectively as a Board. We believe that each of the nominees satisfies the criteria for membership set forth above and has key skills and attributes that are important to an effective board. Each of

the nominees, other than Mr. Kenney, is also independent of the Company and management. See Board Independence on page 7.

Listed below are certain key experiences, qualifications, and skills of our director nominees that the Governance Committee believes are relevant and important in light of GATXs business and structure.

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ELECTION OF DIRECTORS

Shareholder Recommendation and Nomination of Directors

The Board also will consider any candidates who may be recommended by shareholders. The Board conducts such inquiry into each candidates background, qualifications, and independence as it believes is necessary or appropriate under the circumstances and regardless of whether the candidate was recommended by shareholders or by others. Any recommendations of director candidates by shareholders should be submitted to the Governance Committee, c/o the Corporate Secretary, GATX Corporation, 233 South Wacker Drive,

Chicago, Illinois 60606-7147. The recommendation must be received not more than 120 and not less than 90 days prior to the first anniversary of the preceding years annual meeting and must include all information required by the proxy rules, applicable law, and our By-Laws. If a shareholder submits a director candidate in accordance with the requirements specified in our By-Laws, the Governance Committee will consider such director candidate using the same standards it applies to evaluate other director candidates.

Nominees for Election to the Board of Directors

Our Board is currently composed of ten directors, nine of whom are standing for re-election for a term of one year, to serve until the 2019 Annual Meeting of Shareholders or until their successors are elected and qualified. Casey J. Sylla, who currently serves on the Board, will not be standing for re-election and will be retiring at the 2019 Annual Meeting. The Board is grateful to Mr. Sylla for his 14 years of dedicated and valuable service to the Company.

All director nominees have consented to serve on the Board, if elected. At the time of the Annual Meeting, if any director nominee is unable or declines to serve, the

proxies may be voted for any other person who may be nominated by the Board to fill the vacancy, or the size of the Board may be reduced accordingly.

Please see below for information on the background of each of the nine director nominees, as well as each individuals specific experience, qualifications, and skills that led the Board to conclude that such individual should serve on the Board in light of the Companys business and leadership structure.

The Board of Directors recommends that you vote FOR each director nominee named below .

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ELECTION OF DIRECTORS

Diane M. Aigotti
●	Years of Service: 2 Age: 54 Board Committees: Audit,
Governance Ms. Aigotti has served as Executive Vice President, Managing Director and
Chief Financial Officer of Ryan Specialty Group, LLC since 2010. Prior to joining Ryan Specialty Group, Ms. Aigotti served as Senior Vice President, Chief Risk Officer and Treasurer of Aon plc (f/k/a Aon Corp.) from 2000 to 2008. Earlier in her
career, she served as the Vice President of Finance at The University of Chicago Hospitals and Health System from 1998 to 2000 and as Budget Director for the City of Chicago from 1995 to 1997. The Board has determined that Ms. Aigotti qualifies
as an Audit Committee Financial Expert.

Specific Qualifications, Attributes, Skills and Experience

Extensive financial expertise, including in capital markets transactions, financial reporting, and internal controls

Deep understanding of the insurance industry gained through her experience as the Chief Financial Officer of a large global insurance organization

Substantial expertise in key areas such as financial planning and reporting, operations, risk management, treasury management, mergers and acquisitions, information technology, and tax and regulatory compliance enables her to provide valuable insights on issues critical to the Boards oversight of our business, strategy, and operations.

Anne L. Arvia
●	Years of Service: 9 Age: 55 Board Committees: Audit (Chair),
Governance Ms. Arvia has served as Executive Vice President, Banking and Financial
Services, The Auto Club Group and President, CEO, The Auto Club Trust, since August 2018. Previously, Ms. Arvia served as Acting President, USAA Bank, from November 2016 to May 2017 and as USAA Banks Senior Vice President and Managing
Director, from August 2015 to December 2017. Before joining USAA, Ms. Arvia was President, Nationwide Direct Distribution from August 2012 to July 2015, President of Nationwide Retirement Plans from November 2009 to August 2012, and Chief
Executive Officer of Nationwide Bank, a unit of Nationwide Mutual Insurance Company, from 2006 to November 2009. Prior to joining Nationwide, she served as President and Chief Executive Officer of ShoreBank, a community development and environmental
bank, from 2001 to August 2006. She joined ShoreBank in 1991 as Assistant Controller and was named Chief Financial Officer in 1998. The Board has determined that Ms. Arvia qualifies as an Audit Committee Financial Expert.

Specific Qualifications, Attributes, Skills and Experience

Deep understanding of auditing, accounting standards, and financial reporting rules and regulations

Qualified as a Certified Public Accountant and an Audit Committee Financial Expert

Wealth of experience in investment, operations, risk management, and financial matters gained through her many years of senior management experience in the financial services sector.

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ELECTION OF DIRECTORS

Ernst A. Häberli
●	Years of Service: 11 Age: 70 Board Committees: Compensation,
Governance Mr. Häberli retired as President, Commercial Operations
International, The Gillette Company in 2004, having served in that position since 2001. Mr. Häberli formerly served as President, North American Tissue Operations and Technology, Executive Vice President and Chief Financial Officer, Senior
Vice President, Strategy and on the Board of Directors of Fort James Corporation. Earlier in his career, Mr. Häberli served as President of Pet International and in various roles with the Phillip Morris Companies, Inc. and Boston
Consulting Group.

Specific Qualifications, Attributes, Skills and Experience

Extensive operating, marketing, financial, and management experience gained through his many years in senior executive positions at leading multinational companies

Considerable experience with mergers and acquisitions, private equity, and capital markets matters

Broad exposure to global business markets and significant experience with international business development and business strategies.

Brian A. Kenney
●	Years of Service: 14 Age: 59 Chairman of the Board, President and Chief Executive
Officer Mr. Kenney has served as our Chairman of the Board and Chief Executive
Officer since 2005 and as President since 2004. Previously, he held positions at GATX as Senior Vice President, Finance and Chief Financial Officer from 2002 to 2004, Vice President, Finance and Chief Financial Officer from 1999 to 2002, and Vice
President Finance from 1998 to 1999. He first joined GATX in 1995 as Treasurer. Before coming to GATX, Mr. Kenney served as Managing Director, Corporate Finance and Banking for AMR Corporation and in various financial positions with
United Airlines and Morton International, Inc. Mr. Kenney also serves as a member of the board of directors and Governance Committee of USG Corporation, a publicly held manufacturer and supplier of building supply products.

Specific Qualifications, Attributes, Skills and Experience

Unique perspective and insight that comes from managing the Companys business on a day-to-day basis

Substantial operating, risk management, and transportation industry experience

Extensive financial and capital markets expertise

Strategic leadership skills necessary to manage GATXs leasing business through market cycles while meeting the challenges of a constantly changing environment across GATXs portfolio of assets

Broad experience on corporate governance issues gained through his experience on public company boards of directors.

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ELECTION OF DIRECTORS

James B. Ream
●	Years of Service: 10 Age: 63 Lead Director Mr. Ream served as Senior Vice President Operations of American Airlines from 2012 to
2014 and as Americans Senior Vice President, Maintenance and Engineering from 2010 to 2012. Previously, Mr. Ream served as Chief Executive Officer of ExpressJet Holdings, Inc., an operator of regional jets in North America, from 2001 to
2010, and President of ExpressJet from 1999 to 2010. Prior to joining ExpressJet, Mr. Ream held various positions of increasing responsibility with Continental Airlines and American Airlines. Mr. Ream was a director of Express Jet
Holdings, Inc. from 2002 to 2010.

Specific Qualifications, Attributes, Skills and Experience

Significant experience in management, strategy, finance, and operations gained through his various senior executive roles in the transportation industry, including as Chief Executive Officer of ExpressJet Holdings, Inc.

Substantial experience in financing, management, maintenance, customer relations, regulatory issues, and operations of large fleets of transportation assets

Extensive financial, accounting, and risk management expertise

Enhanced perspectives on corporate governance, risk management, and other issues applicable to public companies.

Robert J. Ritchie

Years of Service: 7 Age: 74 Board Committees: Audit, Governance Mr. Ritchie retired as Chief Executive Officer of the Canadian Pacific Railway Company in 2006, having served in that role since 1995 and as President from 1990 to 1995. Mr. Ritchie began his career with Canadian Pacific in 1970 as a research analyst and served in a variety of increasingly responsible positions over his 36 years with the company. The Board has determined that Mr. Ritchie qualifies as an Audit Committee Financial Expert.

Specific Qualifications, Attributes, Skills and Experience

Critical operating, industry, commercial, railcar portfolio, and management expertise from his long career in the railroad industry, including as a Chief Executive Officer and board member of large, publicly held railroad company

Deep understanding of the railroad business, which comprises a significant part of the Companys railcar leasing customer base

Broad expertise in rail regulatory matters and industry affairs, including in international markets, gained through his experience serving on numerous North American rail associations, including the board of the Association of American Railroads

Financial expertise, including in accounting and controls, corporate finance, mergers and acquisitions, and capital markets.

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ELECTION OF DIRECTORS

David S. Sutherland

Years of Service: 11 Age: 69 Board Committees: Compensation (Chair), Governance Mr. Sutherland retired as President and Chief Executive Officer of IPSCO, Inc., a steel producer, in July 2007, having served in that position since January 2002. During his 30-year career with IPSCO, Mr. Sutherland held a number of strategically important roles for the company, including Executive Vice President and Chief Operating Officer from April 2001 to January 2002 and Vice President of Raw Materials and Coil Processing from 1997 to 2001. Mr. Sutherland also serves as non-executive chairman and a director of United States Steel Corporation and as a director of Imperial Oil Ltd.

Specific Qualifications, Attributes, Skills and Experience

Proven leadership and record of achievement as the former Chief Executive of a publicly held steel producer

Deep knowledge of the steel industry, which is a critical raw material for the production of railcars, and the manufacturing industry, which is a key sector for the Companys business

Substantial senior management experience, which enables him to provide valuable insights on business operations and strategy, global markets, financial matters, and risk management

Broad experience on corporate governance issues gained through his experience on public company boards of directors, including his past service as our Lead Director.

Stephen R. Wilson

Years of Service: 4 Age: 70 Board Committees: Audit, Compensation Mr. Wilson retired as Chairman, President and Chief Executive Officer of CF Industries Holdings, Inc., in 2014. Previously, he served as President and Chief Executive Officer of CF Industries from 2003 to 2005, and as Senior Vice President and Chief Financial Officer from 1991 to 2003. Mr. Wilson began his career with Inland Steel Industries, Inc. in 1974, and served in a variety of increasingly responsible positions in both strategic planning and finance. The Board has determined that Mr. Wilson qualifies as an Audit Committee Financial Expert. Mr. Wilson also serves on the board of directors of Ameren Corporation where he is chair of the Finance Committee and a member of the Human Resources Committee.

Specific Qualifications, Attributes, Skills and Experience

Demonstrated financial, operating, strategic, and business management expertise gained though his many years of experience in senior executive roles, including as the former Chief Executive Officer of CF Industries

Significant experience in strategic planning, regulatory environment, transformational corporate transactions, and business integration, including in numerous international markets

Extensive financial and accounting expertise from his experience serving as a Chief Executive Officer and Chief Financial Officer at a major publicly held corporation

Provides valuable rail industry customer perspective gained through his experience as the Chief Executive Officer of large fertilizer company that is a major shipper of goods by rail.

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ELECTION OF DIRECTORS

Paul G. Yovovich

Years of Service: 6 Age: 65 Board Committees: Compensation, Governance (Chair) Mr. Yovovich is President of Lake Capital, a private equity firm he co-founded in 1998. He has over 30 years of experience as a senior executive, principal and corporate director, including serving as President and Chief Operating Officer of Advance Ross Corporation from 1993 to 1996 and in various executive positions with Centel Corporation from 1982 to 1992.

Specific Qualifications, Attributes, Skills and Experience

Broad strategic, operating, financial, accounting, regulatory, and business management experience gained through his more than 30 years of experience as a senior executive, principal, and corporate director

Significant experience in technology and data security issues

Deep expertise in transactional, investment, and capital markets matters through his many years as a private equity executive investing in, and actively overseeing the management of, Lake Capitals portfolio companies to foster growth and value creation

Substantial corporate governance expertise gained through his experience on serving on public company boards of directors and on the boards of Lake Capitals portfolio companies.

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DIRECTOR COMPENSATION

2017 Director Compensation

| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2)(3) | NQSO Awards ($) | Non-equity incentive plan compensation ($) | Change in pension
value and nonqualified deferred compensation earnings ($) | All
other compensation ($) | Total ($) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
| Diane M. Aigotti | 80,000 | 115,000 | 0 | 0 | 0 | 0 | 195,000 |
| Anne L. Arvia | 97,500 | 115,000 | 0 | 0 | 0 | 0 | 212,500 |
| Ernst A. Häberli | 80,000 | 115,000 | 0 | 0 | 0 | 0 | 195,000 |
| James B. Ream | 100,000 | 115,000 | 0 | 0 | 0 | 0 | 215,000 |
| Robert J. Ritchie | 80,000 | 115,000 | 0 | 0 | 0 | 0 | 195,000 |
| David S. Sutherland | 95,000 | 115,000 | 0 | 0 | 0 | 0 | 210,000 |
| Casey J. Sylla | 80,000 | 115,000 | 0 | 0 | 0 | 0 | 195,000 |
| Stephen R. Wilson | 80,000 | 115,000 | 0 | 0 | 0 | 0 | 195,000 |
| Paul G. Yovovich | 90,000 | 115,000 | 0 | 0 | 0 | 0 | 205,000 |

(1) Under the Directors Deferred Fee Plan, the following directors deferred a portion of their cash retainer into phantom stock units during 2018: Ms. Aigotti ($40,000), Mr. Ream ($20,000), Mr. Ritchie ($80,000), Mr. Sutherland ($95,000), and Mr. Yovovich ($90,000).

(2) Ms. Aigotti, Ms. Arvia, and Messrs. Häberli, Ream, Ritchie, Sutherland, Sylla, Wilson, and Yovovich, received stock grants with a grant date fair value of $28,750 on January 31, April 30, July 31, and October 31, 2018. These awards were fully vested upon grant, and the amounts shown represent the dollar amounts recognized for financial statement reporting purposes for the fiscal year ended December 31, 2018, in accordance with Accounting Standards Codification (ASC) Topic No. 718, Compensation Stock Compensation. Assumptions used to calculate these amounts are included in the Notes to the Companys audited financial statements contained in the Companys Annual Report on Form 10-K for fiscal year ended December 31, 2018.

(3) The aggregate number of GATX phantom stock units held on December 31, 2018 was: Ms. Aigotti (4,370), Ms. Arvia (21,473), Mr. Häberli (26,307), Mr. Ream (27,092), Mr. Ritchie (25,744), Mr. Sutherland (52,670), Mr. Sylla (37,069), Mr. Wilson (7,218), and Mr. Yovovich (21,377).

The Companys director compensation program for 2018 consisted of the following amounts shown in the table below:

Our 2018 Director Compensation Program

| Retainer (Annualized
Amounts) | January 1 - December 31
($) |
| --- | --- |
| - Cash | 80,000 |
| - Phantom
Stock | 115,000 |
| - Lead
Director | 20,000 |
| - Audit
Committee Chair | 17,500 |
| - Compensation
Committee Chair | 15,000 |
| - Governance
Committee Chair | 10,000 |

Each directors phantom stock account is credited with additional units representing dividends declared on GATX common stock based on the date such dividend is paid.

At the expiration of each directors service on the Board, settlement of phantom stock units is made in shares of common stock equal to the number of units of phantom

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DIRECTOR COMPENSATION

stock then credited to his or her account. Any fractional units are paid in cash. Directors may elect to receive their payouts in a lump sum or up to ten annual installments in accordance with the terms, and subject to the limitations, set forth in the Directors Phantom Stock Plan.

We offer a Directors Voluntary Deferred Fee Plan in which non-employee directors may defer receipt of the cash portion of their retainer in the form of either cash or phantom stock units. If the deferral is in cash, the deferred amount accrues interest at a rate equal to the 20-year US government bond rate. If the deferral is in

units of phantom stock, the units are credited to an account for each participating director along with dividends and are settled, following expiration of the directors service on the Board, in accordance with his or her election/distribution form on file. Five directors participated in the Deferred Fee Plan in 2018.

The stock ownership goal for non-employee directors is 5.0 times the annual cash retainer. New directors have five years following election to the Board to achieve this ownership goal.

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PROPOSAL 2: ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

We are seeking your approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in the Compensation Discussion and Analysis beginning on page 30. We believe that we have designed compensation programs that pay for performance and align compensation with the long-term interests of our shareholders. In deciding how you vote on this proposal, we encourage you to read the Compensation Discussion and Analysis for a full description of our executive compensation philosophy and programs, the decisions our Compensation Committee has made under those programs, and the factors it considers in making those decisions.

We executed on our strategy to invest aggressively in cost-advantaged railcars. In 2018, we entered into two long-term railcar supply agreements, for a total of 12,450 railcars to be delivered from 20192023, which will allow us to grow our asset base to meet the needs of our customers. We invested more than $730 million in our North American fleet in 2018, including the acquisition of a competitors portfolio of approximately 3,100 railcars. We also continued to capitalize on strong North American secondary market demand by optimizing the fleet through railcar sales, generating significant remarketing income.

In addition, our international railcar leasing business also outperformed our expectations and achieved record high fleet utilization, while our American Steamship subsidiary

significantly increased its profitability by operating its fleet more efficiently and capitalizing on late season demand opportunities. Lastly, our aircraft spare engine leasing joint ventures with Rolls-Royce produced another year of strong financial results.

Key accomplishments in 2018 included:

net income of $211.3 million ($199.8 million excluding tax adjustments and other items) 1

diluted earnings per share of $5.52 ($5.22 excluding tax adjustments and other items) 1

return on equity of 11.8% (13.6% excluding tax adjustments and other items) 1

achieved high fleet utilization (excluding boxcars) of over 99%

placed the majority of our 2019 new railcar deliveries with customers well in advance of their delivery dates

optimized our fleet by selling railcars into a robust secondary market, generating $66.1 million in remarketing income in North America

invested over $900 million globally, primarily in our rail business in North America, Europe and India

increased our dividend for the 8 th consecutive year to $1.76 per share, completing our 100 th year of uninterrupted dividends

returned over $184 million to shareholders through share repurchases and dividends.

We value the feedback provided by our shareholders, who approved our executive compensation program at the 2018 Annual Meeting of Shareholders by a vote of 98.0% in favor. We have discussions with many of our shareholders on an ongoing basis regarding various topics, including executive compensation, and we take into account the views of shareholders regarding the design and effectiveness of our executive compensation program.

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PROPOSAL 2: ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

Shareholders are being asked to approve the following resolution at the Annual Meeting:

RESOLVED, that the shareholders of GATX Corporation (the Company) approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed in this Proxy Statement pursuant to Item 402

of Regulation S-K, including the Compensation Discussion and Analysis, and the Executive Compensation Tables, together with the narrative discussion related thereto.

The Board of Directors recommends that you vote FOR adoption of the advisory resolution to approve the compensation of our named executive officers as disclosed in this Proxy Statement.

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COMPENSATION DISCUSSION AND ANALYSIS

This section discusses material information relating to our executive compensation program and plans for our named executive officers ( NEOs ):

Brian A. Kenney

Chairman, President and Chief Executive Officer

Robert C. Lyons (1)

Executive Vice President and President, Rail North America

Thomas A. Ellman (2)

Executive Vice President and Chief Financial Officer

Deborah A. Golden

Executive Vice President, General Counsel and Corporate Secretary

Paul F. Titterton (3)

Senior Vice President and Chief Operating Officer, Rail North America

(1) Mr. Lyons has served as Executive Vice President and President, Rail North America since August 9, 2018. Previously, he served as Executive Vice President and Chief Financial Officer.

(2) Mr. Ellman has served as Executive Vice President and Chief Financial Officer since August 9, 2018. Previously, he served as Executive Vice President and President, Rail North America.

(3) Mr. Titterton has served as Senior Vice President and Chief Operating Officer, Rail North America since August 9, 2018. Previously, he served as Senior Vice President and Chief Commercial Officer, Rail North America.

TABLE OF CONTENTS:

Executive Summary	31
Detailed Compensation Discussion and Analysis	40
Base Salary	40
Annual Incentive Awards	40
Long-Term Equity Based Incentive Awards	41
2018-2020 Performance Share Measures and Goal Setting	42
2018 Long-Term Incentive Payouts	44
Employee Benefits-Severance-Double Trigger Vesting	44
Process for Determining Executive Compensation (Including NEOs)	45
Compensation Governance	46
Compensation Committee Report	47

Executive Compensation Tables	48
Summary Compensation	48
Grants of Plan-Based Awards	49
Outstanding Equity Awards at Fiscal Year-End	51
Option Exercises and Stock Vested	52
Pension Benefits	52
Potential Payments upon Termination or Change of Control	53

This Compensation Discussion and Analysis makes reference to financial data derived from our financial statements prepared in accordance with generally accepted accounting principles ( GAAP ) and certain

other financial data prepared using non-GAAP components. For a reconciliation of these non-GAAP components to the most comparable GAAP components, see Exhibit B to this Proxy Statement.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our Business and Strategy

GATX is the leading global railcar lessor, owning and leasing railcars in North America, Europe, and Asia. Most of our railcar leases are full-service leases under which we provide maintenance, engineering, administrative, and a variety of other value-added services. We operate an extensive network of railcar maintenance facilities in the United States, Canada, and Europe dedicated to performing timely, efficient, and high quality maintenance for our railcar leasing customers. In addition, we operate the largest fleet of US-flagged vessels on the Great Lakes and invest with Rolls-Royce plc, a leading manufacturer of commercial aircraft jet engines, in a group of joint ventures that lease aircraft spare engines.

same time, railcars have very long useful lives of 20-45 years. Thus, we have to proactively manage our business with a long-term view, which includes buying, leasing, maintaining, and selling railcars into constantly changing business conditions over decades.

We believe that the key to generating long-term shareholder value involves optimizing asset growth and asset return by emphasizing each at the appropriate point in the railcar business cycle. For example, in stronger railcar markets, we focus on increasing lease rates and lengthening lease term to lock-in attractive lease revenue as long as possible. At the same time, we de-emphasize new railcar investment due to the high railcar prices usually present in such a market. Conversely, in weaker markets, when railcar prices tend to be lower, we seek to increase railcar investment on favorable terms. We also aggressively reduce lease rates to maintain asset utilization and shorten lease terms to position us to capture value when lease rates improve. The following chart illustrates our approach to managing leases through these cycles over the past decade.

The cyclicality of our industry is also illustrated by the backlog of orders at the railcar manufacturers. Rising backlogs tend to represent a strengthening market while falling backlogs tend to represent a weakening market. While we invest in railcars at all points in the business cycle, we strive to achieve lower railcar cost by trying to

place large new railcar orders and acquire existing fleets in weaker markets when asset prices tend to be lower. The following chart illustrates this cyclicality and our efforts to focus on the lower points in the business cycle for large railcar investments.

The Lease Price Index is an internally generated business indicator measuring the percentage change between the average renewal lease rate and the average expiring lease rate weighted by fleet composition. Excludes boxcar fleet.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Principles

Our Compensation Committee is responsible for the oversight of our executive compensation program, including approval of our Chief Executive Officers compensation and establishing the performance goals used to determine the compensation of our executive officers. Our executive compensation program is based on the following principles:

a substantial majority of managements compensation should be performance-based and closely linked to our financial performance to align the interests of management with those of our shareholders

performance goals should be robust and reward executives for the achievement of our annual and long-term business goals through changes in business cycles

compensation opportunities should be competitive to enable us to attract, motivate, and retain key executives who are critical to delivering long-term shareholder value.

The Compensation Committee expects our executive team to create long-term shareholder value by growing

capital employed while also earning an attractive return on that capital. The inherent cyclicality of the railcar leasing business is an important consideration in how we structure our executive compensation programs to appropriately incentivize management to achieve the financial goals that will positively impact the Companys performance over the long-term.

Due to the cyclicality of our business, management must strategically shift the emphasis we place on each of these dual objectives ( i.e., growth in capital employed and financial returns) to adapt to changes in market conditions. Our compensation programs reflect this cyclicality by appropriately rewarding management to emphasize current financial returns over growth in capital employed during stronger markets, and conversely, to emphasize growth in capital employed over current financial returns in weaker markets. In this way, the Compensation Committee believes that our plans have been designed to reward executives for achieving those goals that will maximize long-term shareholder value.

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Compensation Plan Design

The overarching goal of our compensation philosophy and incentive plan design is to incentivize management by aligning their interests with those of our shareholders. In 2018, approximately 80% of total direct compensation for our Chief Executive Officer, and approximately 65% for our other NEOs, was performance-based and not

guaranteed. The light and dark blue colors in the charts below denote performance-based compensation. The following graphs provide a snapshot of the elements of pay for our NEOs and explain why each element is provided:

Note: The percentages in the charts above reflect the base salary and incentive targets in effect for the named executive officers for 2018, and thus are not intended to match amounts shown in the Summary Compensation Table or the Grant of Plan-Based Awards Table.

Incentive Type	Compensation Element	How Determined/ Performance Considerations
FIXED	Base Salary	Typically consider market pay levels, specific responsibilities and experience of each NEO,
and his or her individual performance	Attract and retain key talent Provide a degree of financial certainty	Cash
PERFORMANCE- BASED INCENTIVES	Annual Incentive Awards	Achievement of Company net income goal. We set annual incentive
opportunities to be competitive with market	Drive achievement of key business results on an annual basis	Cash
	Long-Term Equity Based Incentive Awards	Achievement of Company return on equity and investment volume
goals. We set target long-term incentive opportunities to be competitive with market. The value of regular, annual long-term incentive awards to each NEO is divided equally between stock options and performance shares	Directly tie interests of our NEOs to those of our shareholders Reward achievement of long-term objectives, typically over a three-year
performance period Reward creation of long-term shareholder value	Non-qualified stock options or stock appreciation
rights and performance shares (can elect to receive cash payout if certain conditions have been met)

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COMPENSATION DISCUSSION AND ANALYSIS

2018 Key Management Objectives

As we entered 2018, there were signs of improvement in certain sectors of the railcar leasing market after a three-year downturn. However, we were unable to predict the pace and extent of any recovery. In light of these uncertain market conditions, we established the following performance objectives, among others:

Focus on maintaining high utilization in order to keep railcars with existing customers

Successfully place future years new railcar deliveries from our committed railcar supply agreement on lease well before their delivery dates

Further optimize our railcar fleet by selling railcars into a strong secondary market

Pursue investment opportunities before the market fully recovers.

2018 Key Accomplishments

railroads as well as fewer tank qualifications. We also executed on our strategy to invest aggressively in cost-advantaged railcars.

Key highlights of our performance in 2018 include the following:

| Strong Earnings | Net income of $211.3 million ($199.8 million excluding tax
adjustments and other items) 1 Diluted earnings per share of $5.52 ($5.22 excluding tax adjustments and
other items) 1 Return on equity of 11.8% (13.6% excluding tax adjustments and other
items) 1 |
| --- | --- |
| Excellent Operating
Performance | Achieved high fleet utilization (excluding boxcars) of over 99% Placed the majority of our 2019 new railcar deliveries with customers
well in advance of their delivery dates Optimized our fleet by selling railcars into a robust secondary market, generating $66.1 million in remarketing income in North America Invested over $900 million globally, primarily in our rail business
in North America, Europe and India |
| Returned Cash to Shareholders | Increased our dividend for the 8th consecutive year to $1.76 per share,
completing our 100 th year of uninterrupted dividends Returned over $184 million to shareholders through share
repurchases and dividends. |

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COMPENSATION DISCUSSION AND ANALYSIS

Performance Measures, Goal Setting, and Pay-for-Performance Alignment

Our unique position as an independent, publicly traded railcar lessor means that there are no directly comparable peers against which we can assess pay and performance. Over the last few years, our Compensation Committee has considered multiple approaches to identifying a relevant peer group but has found all of them to lack appropriate comparability. For example, the companies in our General Industry Classification Standard (GICS) code have significantly different business models, customer bases, and asset composition, and they lack GATXs focus on very long-lived assets. Our competitors in the railcar leasing industry are typically very small parts of much larger diversified companies, which may or may not be publicly traded, making comparisons extremely difficult. However, we compete for executive talent against these much larger organizations. Lacking a clear group of peers for comparison, our Compensation Committee has chosen to use multiple data points to assess our executive compensation, including:

market data for companies with annual revenues between $1-3 billion

results from our annual internal talent assessment, which includes survey data on pay for particular executive positions

individual performance.

In addition to the unavailability of relevant peer pay data, lack of a peer group makes it difficult to compare GATXs

relative total shareholder return ( TSR ) to the TSR of other companies in our industry because there are no other independent, publicly traded railcar leasing companies that we believe would provide a useful basis for comparison. This is the primary reason why our Compensation Committee does not use relative TSR as a performance measure in our annual and long-term incentive plans. Instead, the Compensation Committee has chosen to use performance measures that reflect our financial performance and the cyclical nature of our business.

In setting the performance measures for our annual and long-term plans, our Compensation Committee sets goals intended to align executive compensation with the appropriate achievement of our dual goals of growth and return at various points in the business cycle. Reflecting this focus, our Compensation Committee uses net income, return on equity, and investment volume as the performance measures in all of our annual and long-term incentive plans. The Compensation Committee sets the performance goals for each of these measures with the intent of focusing management on achieving results that will have the biggest impact on our financial performance and long-term shareholder value in light of where we are in the business cycle. The following graphs show our compensation plan goals for our NEOs in 2018, and our actual achievement against such goals, for each of net income, return on equity, and investment volume.

Annual Incentive Plan Measure

Net Income 1

1 For annual incentive award purposes, net income excludes tax adjustments and other items. For a reconciliation of net income, excluding tax adjustments and other items, to net income, calculated in accordance with GAAP, please see Exhibit B to this Proxy Statement.

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COMPENSATION DISCUSSION AND ANALYSIS

When the Compensation Committee set the target for our annual incentive plan at the beginning of 2018, we were continuing to experience pressure on revenues as new lease rates remained below expiring rates and the persistent oversupply of railcars in the market continued. As a result, the speed and extent of any recovery in the railcar leasing market remained uncertain. In addition, the Committee also anticipated higher maintenance expenses in 2018 due to the significant amount of scheduled maintenance events for various railcars in our fleet, which was expected to further challenge financial performance. Our Compensation Committee desired to set a net

income target for our NEOs that would be appropriately rigorous and challenging. The Committee set the 2018 net income target at budgeted net income of $170.7 million. Based on the 2018 plan design, our net income achievement of 117.1% of target resulted in a payout to our NEOs at 129.1% of their target awards. 2018 and 2017 actual net income performance shown in the chart above reflects certain adjustments during the year. 1 See Annual Incentive Awards on page 40 for more details about our annual incentive plan and how this payout was determined.

Performance Share Plan Measures

Return on Equity 1 Investment Volume

Under the terms of our 2016-2018 performance share program, our actual average return on equity and cumulative investment volume results exceeded target, which resulted in our executives earning 126.4% of their target performance shares. However, the actual value of the payouts depends upon the market price of our common stock on the vesting date, which may be higher or lower than the grant price. See 2018-2020 Performance Share Measures and Goal Setting on

page 42 for a description of our performance share program. The return on equity and investment volume measures are weighted equally in calculating our Performance Share Plan results. Our Compensation Committee believes that these two measures strike an appropriate balance between achieving a meaningful return for our shareholders while holding to a disciplined investment strategy through business cycles.

1 We report return on equity, calculated in accordance with GAAP, in our financial statements. We also use return on equity as a performance measure for our long-term equity incentive awards, including our performance shares. For purposes of calculating performance share plan results, return on equity excludes (i) the impact of the Tax Cuts and Jobs Act of 2017 and (ii) accumulated other comprehensive income for each year. Please see Exhibit B of this Proxy Statement for a reconciliation of return on equity calculated for performance share purposes to return on equity calculated in accordance with GAAP.

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COMPENSATION DISCUSSION AND ANALYSIS

CEO Pay-For-Performance Alignment

We continue to maintain a strong pay and performance linkage through all points in the business cycle, as illustrated in the following charts, which show our Chief Executive Officers compensation measured against our financial performance for the years 2008-2018. As we

continue to manage through challenging market conditions in the railcar leasing industry, our Compensation Committee expects management to emphasize disciplined growth and investment over short-term financial returns.

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COMPENSATION DISCUSSION AND ANALYSIS

Shareholder Return and CEO Compensation

The chart below compares the changes in shareholder return and our Chief Executive Officers compensation over the past eleven years, which have been representative of the cyclical nature of the railcar leasing market. During this time frame, our Chief Executive Officers compensation remained relatively flat, with year-

to-year volatility in line with our annual financial performance as highlighted above. Since 2008, total direct compensation for our Chief Executive Officer has increased by 42.0%, a compound annual growth rate of approximately 3.5%, while TSR increased 210.0%, a compound annual growth rate of approximately 12.0%.

** Amounts are as reported in the Summary Compensation Table, less changes in pension value.*

2018 Say-on-Pay Vote

At our 2018 Annual Meeting of Shareholders, approximately 98.0% of shareholder votes were cast in favor of an advisory resolution approving the compensation of our NEOs as disclosed in our 2018 proxy statement (the say-on-pay resolution). The Compensation Committee believes that the overwhelming

shareholder vote in favor of the say-on-pay resolution was an affirmation of shareholders support of our approach to executive compensation and, therefore, did not make any changes to its executive compensation plans or programs as a result of the vote.

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COMPENSATION DISCUSSION AND ANALYSIS

GATXs Executive Compensation Practices

We regularly review and refine our executive compensation program to ensure that it continues to reflect practices and policies that are aligned with our pay-for-performance philosophy. We believe that our

practices and policies set forth below are in line with current best practices for aligning executive and shareholder interests and sound corporate governance practices.

●	●
What We Do	What We Dont Do
✓ Pay for Performance Approximately
73% of our executives total direct compensation is performance-based ✓ Robust Stock Ownership
Guidelines We have stock ownership guidelines for executive officers of 5.0x base salary for CEO and 2.5x base salary for other executive officers ✓ Stock Retention Requirements We
require our executive officers to retain 50% of the after-tax profits realized from their GATX equity awards until stock ownership guidelines are met ✓ Annual Say-on-Pay Vote We seek an annual non-binding advisory vote from our shareholders to approve compensation paid to our NEOs as disclosed in our
proxy statement ✓ Clawback Policy Our policy provides for the recovery of equity awards and incentive compensation paid to executive officers in the event of a material
restatement of our financial results ✓ Independent Compensation Consultant The Compensation Committee retains an independent compensation consultant and reassesses independence annually ✓ Annual Review of Compensation The
Compensation Committee, with input from its independent compensation consultant, conducts an annual review of all of our compensation programs in light of current best practices ✓ Annual Compensation Risk
Assessment Each year we perform an assessment of any risks that could result from our compensation plans and programs	Ò Employment Agreements We do not provide our executive officers with employment agreements, other than agreements that provide severance in connection with a change in control Ò Hedging/Pledging of Company Stock We prohibit our officers, directors, and employees from
hedging, margining, pledging, short-selling, or publicly trading options in our stock Ò Tax Gross-Ups We do not provide tax gross-ups, other than in agreements entered into prior to 2009 and will eliminate the tax gross-ups from those agreements if they are amended in the future Ò Dividends on Unvested Equity Awards We do not pay dividends on unvested equity awards, including options, restricted stock, and performance shares Ò Perquisites We do not provide excessive perquisites to our NEOs Ò Repricing or Exchange of Underwater Options We prohibit share repricing without shareholder
approval Ò Single-Trigger Change of Control Vesting/Benefits We do not allow for single-trigger vesting or
payment of benefits upon a change of control. Rather, we require double-trigger, or both a change of control and termination of executives employment, before vesting is accelerated

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Detailed Compensation Discussion and Analysis

In 2018, our executive compensation program consisted of three elements: Base salary, annual incentive, and long-term equity compensation. We also provide various

retirement and benefit programs, which are generally available to all employees. Further details on each element of compensation are discussed below.

B ase Salary

Base salary constitutes approximately 19% of total targeted compensation for our Chief Executive Officer (approximately 37% for our other NEOs), which is consistent with our philosophy that a majority of executive compensation should be performance-based.

In establishing salary levels, we typically consider market pay levels, the specific responsibilities and experience of each NEO, and his or her individual performance. Base salaries may be adjusted during the Compensation Committees annual review for:

Annual salary increases

Changes in role, such as promotions or added responsibilities

Market adjustments.

In 2018, Messrs. Kenney, Ellman, Lyons, and Titterton and Ms. Golden received the Companys standard general increase of 2.5% to their base salaries. Mr. Ellman received an additional 6% increase to recognize his performance, consistent with market levels. Mr. Titterton received an additional 14% increase in connection with his promotion to Senior Vice President and Chief Operating Officer, Rail North America.

While the Companys 2019 annual salary increases will reflect an average increase of 3%, Mr. Kenneys base salary for 2019 will remain unchanged at his request. Ms. Golden will receive an additional 5% increase to recognize her performance, consistent with market pay levels. Mr. Tittertons general increase will be prorated from the date of his promotion to Senior Vice President and Chief Operating Officer, Rail North America, on August 9, 2018.

A nnual Incentive Awards

Process for Setting Annual Incentive Targets

Target incentive opportunities for NEOs are expressed as a percentage of base salary and are intended to be competitive with the market. Please see The Determination of Market Competitive Pay on page 45 for a description of how we determine competitive pay levels. For 2019, target incentive opportunities for our NEOs

remained unchanged from 2018 levels. Mr. Kenneys target incentive opportunity is 100% of his base salary. The target annual incentive opportunities for our other NEOs are 70% of base salary for Messrs. Lyons, and Ellman, 60% of base salary for Ms. Golden, and 55% of base salary for Mr. Titterton.

Annual Incentive Plan Design

Our NEOs earn their annual incentive awards under our Cash Incentive Compensation Plan (the CICP ) based on achievement of pre-established financial performance goals. The CICP is designed to arrive at a maximum possible incentive award, which then may be reduced by the Compensation Committee based on such other metrics as it may determine appropriate. This design was originally intended to meet requirements for tax deductibility then in effect, while providing the Compensation Committee the flexibility to adjust performance metrics as necessary to meet our strategic business needs.

Under the CICP, a maximum bonus of 0.75% of Total Gross Income Less Total Ownership Costs (as such term is defined in the CICP) is earned. However, as previously mentioned, the Compensation Committee does not expect to pay the full amount. Rather, it has historically measured performance against targeted net income and determined bonuses based on achievement

against a net income goal established from a financial plan which is reviewed by the full Board. The Compensation Committee has chosen net income as the goal because it provides executives with a strong incentive to increase our profitability.

The performance metrics and payout levels are established at the beginning of each year by the Compensation Committee with input from the independent consultant and management. The level of financial performance required for the maximum payout is established based on the Compensation Committees assessment of the level of performance that shareholders would likely consider superior in view of general economic conditions and the economic outlook for GATX and its industry in particular. This process is essentially reversed to establish the threshold or minimum performance level, defined as the level of financial performance below which no incentive is payable.

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COMPENSATION DISCUSSION AND ANALYSIS

2018 Annual Incentive Plan Design. When the Compensation Committee set the target for our annual incentive plan at the beginning of 2018, we were continuing to experience pressure on revenues as new lease rates remained below expiring rates and the persistent oversupply of railcars in the market continued. As a result, the speed and extent of any recovery in the railcar leasing market remained uncertain. In addition, the Committee also anticipated higher maintenance expenses in 2018 due to the significant amount of scheduled maintenance events for

various railcars in our fleet, which was expected to further challenge financial performance. Our Compensation Committee desired to set a net income target for our NEOs that would be appropriately rigorous and challenging. The Committee set the 2018 net income target at budgeted net income of $170.7 million.

The goals and payout levels under the 2018 annual incentive plan design are shown in the following table:

2018 Annual Incentive Plan Design For Executive Officers	Net Income (Millions)	Achievement (Actual/Budget Net Income)	Payout
Threshold	$136.6	80 %	70%
Target (Goal)	$170.7	100 %	100%
Maximum	$239.0	140 %	170%

2018 Annual Incentive Plan Payouts. Net income, excluding tax adjustments and other items, for 2018, was $199.8 million 1 , which was 117.1% of the target level of

performance. Based on the targets illustrated above, this level of performance resulted in incentive payouts to our NEOs of 129.1% of their target award levels.

Long-Term Equity Based Incentive Awards

Process for Granting Awards

We set target long-term incentive opportunities for our NEOs to be competitive with the market. The value of the regular, annual long-term incentive awards to each NEO is divided equally between non-qualified stock options ( NQSOs ) and performance shares. We chose this combination of grant types because it focuses executive attention on total shareholder return and on specific financial goals, both of which are essential to our long-term success. The grant date for regular long-term incentive awards is the date of the Compensation Committees first meeting of each calendar year. We grant NQSOs to NEOs at the same time we grant them to other employees. NQSOs vest ratably over a three-year period and expire seven years after the grant date. We have no program, plan, or practice to time NQSO grants

to NEOs or any other employees in coordination with the release of material non-public information. We generally make off-cycle grants (if any) to newly hired employees on the last trading date of the month following the hire date and Compensation Committee approval of the award.

During 2018, as part of our longer-term management succession efforts, Mr. Lyons and Mr. Ellman switched positions and Mr. Titterton was promoted. In order to continue to drive performance and enhance our growth efforts, and to recognize, motivate, and reward these executives in their new roles, each received an off-cycle grant of restricted stock units ( RSUs ) which vest 25% on the first anniversary of the grant and 75% on the third anniversary of the grant, subject to continued employment with GATX.

Award Types and How Each Fits Into Our Program

Non-Qualified Stock Options. NQSOs are granted to align the interests of our NEOs and other employees with our shareholders. NQSOs are granted at a price equal to fair market value of our common stock (the average of the high and low trading prices on the date of grant) as approved by the Compensation Committee. Because TSR is comprised of stock price appreciation and dividends, dividend equivalents are attached to NQSOs. We believe that rewarding both components of

shareholder return better aligns management and shareholder interests. Dividend equivalents accrue until vesting and are paid in cash thereafter until the NQSO is exercised or expires. Because the value of dividend equivalents is fully factored into the determination of grant size, the number of NQSOs granted is correspondingly smaller than it would be if dividend equivalents were not attached because the value of each NQSO is higher.

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COMPENSATION DISCUSSION AND ANALYSIS

Performance Shares. Performance shares are designed to focus attention on, and to reward the achievement of, our long-term financial and strategic objectives. The Compensation Committee establishes the goals for which the performance shares may be earned at the beginning of a three-year performance period rather than annually. At the end of the performance period, a percentage ranging from 0% to 200% of the number of performance shares initially awarded will be earned based on the extent to which the three-year goals are achieved. The value of each earned performance share equals the price of one share of our common stock at the end of the performance period, with payment of earned performance shares made in the form of GATX common stock.

Performance Metrics Design . Performance shares are earned based on achievement of a specified level of Total Gross Income Less Total Ownership Costs (as defined in the GATX Amended and Restated 2012 Incentive Award Plan) at the end of the performance period. If the goal is not met, the entire performance share award is cancelled. If the goal is met, the Compensation Committee may reduce, but not increase, the number of performance shares otherwise payable based on the achievement of other long-term performance objectives established at the beginning of the performance period. This design is similar to our annual incentive plan as it was originally intended to meet tax deductibility requirements then in effect while also providing the Compensation Committee the flexibility to adjust performance metrics as necessary to meet our strategic business needs.

Dividends Paid only on Performance Shares Earned. Accumulated dividend equivalents are paid on performance shares, only if earned, at the end of the performance period.

Cash Election Feature. Participants have the opportunity to elect to receive their performance share

payout in the form of cash, if the participant meets one of two conditions: (1) the participant has exceeded 150% of his or her stock ownership goal or (2) the participant is within five years of normal retirement age (65) under the Companys pension plan. This election must be made no later than November 30 of the last year of the performance period and may be made only during an open trading window when participants are not subject to insider trading restrictions. The cash value will be determined based on the number of performance shares earned multiplied by the fair market value of GATX stock on the day the award is earned. This optional cash election feature was implemented to address the accumulation of high concentrations of GATX stock beyond the required stock ownership requirements and limited opportunities to diversify due to restrictions related to the trading of GATX stock, such as insider trading blackouts. As such, the Compensation Committee believes that there should be an appropriate balance between our compensation programs and philosophy and the participants needs for moderate and transparent diversification as they approach retirement.

Restricted Stock Units. Restricted stock units vest based solely on continued employment and are designed to recognize and incentivize executives, by providing equity value if the executive remains employed through the vesting date. RSUs have not historically been a part of our equity compensation program, however, in 2018 the Compensation Committee granted RSUs to Messrs. Ellman, Lyons and Titterton in order to recognize, motivate, and reward these executives as they moved into new leadership roles as part of the Boards longer-term senior management succession planning efforts. These RSU grants also served as consideration for the non-compete, non-solicitation and confidential information covenants GATX obtained from Messrs. Ellman, Lyons and Titterton in connection with the changes in their respective roles.

2018-2020 Performance Share Measures and Goal Setting

Background

Our target setting process, conducted at the beginning of each three-year performance period, combines goals related to growth and return to reflect the cyclical nature

of our business. Our targets are designed to incentivize behavior which enhances long-term shareholder value at all points in the business cycle.

Design

In addition to the Total Gross Income Less Total Ownership Costs threshold goal specified in the GATX Amended and Restated 2012 Incentive Award Plan, the number of performance shares that will be earned in

2020 will also be subject to two equally weighted measures:

Three-year average return on equity (return measure)

Three-year cumulative investment volume (growth measure).

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee set targets of 8.9% for return on equity and $2.5 billion for cumulative investment volume for the 2018-2020 performance period, both of which are significantly higher than the Companys

budgeted return on equity (8.1%) and cumulative investment volume ($2.26 billion) for the three-year performance period.

Rationale

As stated above, we establish our growth and return objectives depending on where we are in the business cycle. When the market is stronger and asset prices are high, we emphasize earning a higher return over making investments to grow capital employed. When the market is weaker and asset prices are reduced, we emphasize making prudent investments at attractive prices over attempting to earn an unrealistically high short-term return. We believe that a single-minded focus on achieving growth over return, or vice versa, at the wrong points in the cycle is likely to impair shareholder value over the longer term.

The return on equity and cumulative investment targets for the 2018-2020 performance period were set in the first quarter of 2018 amidst signs of strengthening in the North American railcar leasing market after a three-year downturn. Consistent with our objective of striking an appropriate balance between our growth and return objectives in light of uncertain market conditions, the

Compensation Committee set a lower target for average return on equity for the 2018-2020 performance period (8.9%) than for the prior three-year performance period. However, the target is 10% higher than the Companys budgeted return on equity for the 2018-2020 performance period, and the Compensation Committee believes that achievement of a 8.9% return on equity for the three-year performance period would represent excellent financial achievement by GATX in challenging market conditions. The Compensation Committee set the cumulative investment volume target for the 2018-2020 performance period at $2.5 billion, which is 11% higher than our budgeted cumulative investment volume for the 2017-2019 performance period. This aggressive cumulative investment volume target is consistent with our goal to pursue a disciplined investment strategy by investing more in weaker markets at attractive prices and less in stronger markets when asset prices are at or near their peak.

Formula for Determining Award Numbers

In granting performance shares for the 2018-2020 performance period, we determined the number of shares awarded by dividing the value of the performance share award by the average of the closing prices of our common stock on the four Fridays immediately preceding the Compensation Committee meeting at which the grant

was awarded. To determine the number of NQSOs awarded, we used the same average closing price multiplied by 32%, which represents the value of the NQSO award based on the Black-Scholes valuation methodology.

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COMPENSATION DISCUSSION AND ANALYSIS

2018 Long-Term Incentive Payouts

The performance shares granted in 2016 vested at the end of 2018. Each target award was based 50% on a three-year average return on equity goal and 50% on a

three-year cumulative investment volume goal. 1 The goals and payout levels under the 2016-2018 Performance Share Plan are indicated in the following table:

Performance Share Plan Design

Return on Equity 1	Average Three-Year Return on Equity	Payout
Threshold	10.0%	25%
Target (Goal)	12.0%	100%
Maximum	16.0%	200%

Investment Volume	Three-Year Cumulative Investment Volume (millions)	Payout
Threshold	$1.20	25%
Target (Goal)	$2.15	100%
Maximum	$2.55	200%

As shown in the charts on page 36, the three-year average return on equity for the period was 14.0% versus a goal of 12.0%, and the cumulative investment volume for the period was $2.17 billion, which was higher than the goal of $2.15 billion. Based on these results, performance share payouts were 126.4% of target. Performance share award values at vesting were 231.0% of target award values based on average fair market value

of GATX stock price on January 24, 2019. Messrs. Kenney, Ellman, and Lyons and Ms. Golden elected to receive their performance share payouts in the form of cash. Mr. Titterton received his performance share payout in the form of shares. For details regarding the 2016-2018 performance share payments to the NEOs, please see the Option Exercises and Stock Vested Table on page 52.

Employee Benefits Severance Double Trigger Vesting

Employee Benefit Plans

We sponsor a standard array of retirement, health, and welfare benefits. Our retirement programs include 401(k) and defined benefit pension programs, as well as a supplemental plan intended solely to restore pension benefits limited by law to the level specified by formula in the qualified pension plan applicable to all salaried employees. The pension and 401(k) programs are intended to supplement employees personal retirement savings and social security benefits. Health and welfare benefits include medical, dental, vision, life, and disability

insurance. These programs provide protection against catastrophic loss and encourage health maintenance. NEOs participate in the same programs, and on the same basis, as other salaried employees. No retirement, savings, medical, disability, or other insurance program or arrangement exists which provides benefits to our NEOs in excess of those provided to other salaried employees generally. No excessive perquisites were paid to our NEOs in 2018.

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COMPENSATION DISCUSSION AND ANALYSIS

Change of Control Agreements

We have entered into agreements with our NEOs that provide certain benefits if employment is terminated following a change of control ( COC ). This protection is provided for competitive reasons and to ensure the stability, continuity, and impartiality of our executives in a COC situation. The level of protection provided is intended to be similar to that provided by similarly sized organizations.

The COC agreements are double-trigger agreements, meaning that benefits are payable only if a COC occurs and an executives employment is terminated or

constructively terminated. For a description of the key terms of these agreements, please see Potential Payments upon Termination or Change of Control on page 53. Since 2009, we have not entered into any new COC agreements that provide excise tax gross-up benefits, and we do not intend to offer this feature in the future. We do, however, have older agreements entered into in 2009 or earlier that have excise tax gross-up benefits. In the event that we amend such agreements for any reason in the future, we will eliminate such excise tax gross-ups.

Double-Trigger Equity Vesting

The vesting of equity awards upon a COC is determined under the GATX Amended and Restated 2012 Incentive Award Plan and related grant agreements. These terms apply to all employees who receive long-term incentive

awards. In addition, all grant agreements require both a COC event and an executives actual or constructive termination before vesting is accelerated.

Process for Determining Executive Compensation (Including NEOs)

Compensation Committee and Management

The Compensation Committee, with input from the independent compensation consultant, regularly reviews:

the competitiveness of our compensation program

the competitiveness of each NEOs compensation

recent developments and current trends in executive compensation practices.

Our human resources staff and the Chief Executive Officer also provide input to the Compensation Committee regarding base salary increases, target level annual incentives, long-term incentive awards, and the

goals applicable to earning such compensation. After reviewing these recommendations, the Compensation Committee determines and approves the compensation of each NEO as well as the performance goals. Our Chief Executive Officer, however, does not participate in, nor is he present during, any discussions of his own compensation. Such discussions occur during the Compensation Committees executive sessions. The Compensation Committee also reviews its pay decisions regarding our Chief Executive Officer with the other independent directors on the Board.

The Determination of Market Competitive Pay

We have structured our compensation programs to provide total direct compensation opportunities comparable to the median range of opportunities provided by companies of similar revenue size to GATX (which we refer to as competitive or market pay levels throughout this Compensation Discussion and Analysis ).

Because we have no direct peers in the railcar leasing business for which relevant compensation data is available, gathering information on competitive pay levels with precision for our particular industry is not possible. Instead, the Compensation Committee, with assistance from our human resources staff and the independent compensation consultant, regularly reviews information on pay for executives as reported in national compensation surveys published by Aon Hewitt and Towers Watson for organizations of similar revenue as ours.

These surveys include general, non-company specific compensation information, on an aggregate basis, for approximately 225 public companies with annual revenues between $1-3 billion. We use these surveys to better understand current compensation practices at other companies of similar revenue size and as a data point to assist us in meeting our goal of having the various elements of compensation be market-competitive.

While these surveys are a starting point for our compensation review process, actual compensation decisions with respect to specific individuals are influenced by a variety of factors in addition to the surveys, including experience, tenure, skills, unique responsibilities, individual performance, and our specific talent requirements.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Governance

Stock Ownership and Stock Retention Requirements

To underscore the importance of stock ownership, we have established mandatory stock ownership and stock retention policies for our NEOs and other members of senior management. These policies require that each executive must retain shares of GATX stock having a value equal to 50% of the after-tax profits realized from GATX equity awards until the executive owns GATX shares equal in value to a multiple of salary based on his or her position. The multiple is 5.0 times salary for the Chief Executive Officer and 2.5 times salary for other NEOs.

As of January 31, 2019, all of our NEOs had exceeded their respective stock ownership requirements, having achieved the following approximate percentages of their respective requirements: Mr. Kenney (377%), Mr. Ellman (350%), Mr. Lyons (431%), Ms. Golden (287%) and Mr. Titterton (118%).

Clawback Policy

We have a policy which provides for the recovery of all or part of any bonus or other compensation paid to an executive officer that was based upon the achievement of financial results that were subsequently restated. In the event of a material restatement of our financial results, the Board, or a committee designated by the Board, will review the facts and circumstances that led to the restatement and will take such action as it deems necessary or appropriate. The Board will consider whether any executive officer received excess compensation because the original financial statements

were incorrectly presented. In addition, the Board will consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement and whether such acts or omissions constituted misconduct. Under such policy, the Board may also, depending upon the facts and circumstances, take disciplinary action, up to and including termination of employment, or decide to pursue other available remedies, including, but not limited to, canceling stock-based awards.

Section 162(m) Considerations

Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain executive officers. While our Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Committee also looks at

other factors in making its decisions as described earlier in this CD&A and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by GATX for tax purposes.

Compensation Committees Independent Consultant

The independent compensation consultant, Pay Governance, has been retained by, and reports directly to, the Compensation Committee and does not have any other consulting engagements with management or GATX. The Compensation Committee has assessed the independence of Pay Governance and its employees working on GATX matters pursuant to applicable SEC rules and NYSE listing standards and determined that no conflict of interest or independence concerns exist.

With respect to Chief Executive Officer compensation, Pay Governance provides an independent recommendation to the Compensation Committee in the form of a range of

possible outcomes, for the committees consideration. In developing its recommendation, Pay Governance relies on its understanding of GATXs business and compensation programs and its own independent research and analysis. Pay Governance does not meet with our Chief Executive Officer with respect to his compensation. In addition to advising on Chief Executive Officer compensation, Pay Governance reviews the Chief Executive Officers recommendations on compensation of his direct reports.

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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee

recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K.

David S. Sutherland (Chair)

Ernst A. Häberli

Casey J. Sylla

Stephen R. Wilson

Paul G. Yovovich

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

| Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1)(2) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and
Non- Qualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) |
| Brian A. Kenney | 2018 | 976,500 | 1,790,795 | 1,755,880 | 1,260,857 | 0 | 8,250 | 5,792,282 |
| Chairman of the Board, | 2017 | 956,500 | 1,535,493 | 1,571,667 | 780,695 | 1,223,234 | 8,100 | 6,075,689 |
| President and Chief | 2016 | 956,500 | 1,496,083 | 1,512,126 | 1,071,854 | 1,270,477 | 7,950 | 6,314,990 |
| Executive Officer | | | | | | | | |
| Thomas
A. Ellman | 2018 | 493,333 | 802,344 | 393,597 | 445,893 | 0 | 8,250 | 2,143,417 |
| Executive Vice
President | 2017 | 460,000 | 358,486 | 366,722 | 262,816 | 477,646 | 8,100 | 1,933,770 |
| and
Chief Financial Officer | 2016 | 455,000 | 306,819 | 310,464 | 305,924 | 349,212 | 7,950 | 1,735,369 |
| Robert
C. Lyons | 2018 | 536,300 | 831,633 | 422,023 | 484,728 | 0 | 8,250 | 2,282,934 |
| Executive Vice President | 2017 | 525,300 | 397,638 | 407,469 | 300,125 | 614,748 | 8,100 | 2,253,380 |
| and President,
Rail | 2016 | 523,583 | 378,527 | 382,536 | 410,709 | 511,602 | 7,950 | 2,214,907 |
| North
America | | | | | | | | |
| Deborah
A. Golden | 2018 | 439,700 | 294,979 | 288,638 | 340,644 | 48,154 | 8,250 | 1,420,365 |
| Executive Vice
President, | 2017 | 430,700 | 240,418 | 246,422 | 210,922 | 354,049 | 8,100 | 1,490,611 |
| General Counsel and | 2016 | 429,300 | 234,718 | 237,006 | 288,643 | 325,872 | 7,950 | 1,523,489 |
| Corporate Secretary | | | | | | | | |
| Paul F.
Titterton | 2018 | 397,424 | 579,890 | 177,119 | 267,384 | 0 | 8,250 | 1,430,067 |
| Senior Vice President
and Chief Operating Officer, | | | | | | | | |
| Rail North America | | | | | | | | |

(2) For performance share awards, amounts shown reflect the grant date fair value of the awards at target payout for the years shown. The grant date fair value of the performance share awards for 2018, 2017, and 2016, respectively, assuming the highest level of performance (i.e., 200% of target) are as follows: Mr. Kenney ($3,581,590, $3,070,985, and $2,992,167); Mr. Ellman ($1,604,688, $716,971, and $613,637); Mr. Lyons ($1,663,266, $795,275, and $757,054); and Ms. Golden ($589,958, $480,836, and $469,436). The grant date fair value of the 2018 performance share award to Mr. Titterton assuming the highest level of performance (i.e., 200% of target) is $1,159,779.

(3) The amounts shown reflect the annual incentive awards earned under the GATX Cash Incentive Compensation Plan by each NEO for the years shown.

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EXECUTIVE COMPENSATION TABLES

Grants of Plan-Based Awards Table

| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan
Awards (1) — Threshold ($) | Target ($) | Maximum ($) | Estimated Future Payouts Under Equity
Incentive Plan Awards (2) — Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (3)(#) | All Other Option Awards: Number of Securities Underlying Options (4)(#) | Exercise or Base Price
of Option Awards ($) | Closing Price on Date of Grant ($) | Grant Date Fair Value of Stock & Option Awards ($) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) |
| Brian A. Kenney | 1/1/2018 | 683,550 | 976,500 | 1,660,050 | | | | | | | | |
| | 1/25/2018 | | | | | | | | 80,300 | 69.735 | 70.280 | 1,755,880 |
| | 1/25/2018 | | | | 6,240 | 25,680 | 51,360 | | | | | 1,790,795 |
| Thomas A. Ellman | 1/1/2018 | 241,733 | 345,333 | 587,067 | | | | | | | | |
| | 1/25/2018 | | | | | | | | 18,000 | 69.735 | 70.280 | 393,597 |
| | 1/25/2018 | | | | 1,443 | 5,770 | 11,540 | | | | | 402,371 |
| | 8/9/2018 | | | | | | | 4,710 | | | | 399,973 |
| Robert C. Lyons | 1/1/2018 | 262,787 | 375,410 | 638,197 | | | | | | | | |
| | 1/25/2018 | | | | | | | | 19,300 | 69.735 | 70.280 | 422,023 |
| | 1/25/2018 | | | | 1,548 | 6,190 | 12,380 | | | | | 431,660 |
| | 8/9/2018 | | | | | | | 4,710 | | | | 399,973 |
| Deborah A. Golden | 1/1/2018 | 184,674 | 263,820 | 448,494 | | | | | | | | |
| | 1/25/2018 | | | | | | | | 13,200 | 69.735 | 70.280 | 288,638 |
| | 1/25/2018 | | | | 1,058 | 4,230 | 8,460 | | | | | 294,979 |
| Paul F. Titterton | 1/1/2018 | 152,624 | 218,034 | 370,657 | | | | | | | | |
| | 1/25/2018 | | | | | | | | 8,100 | 69.735 | 70.280 | 177,119 |
| | 1/25/2018 | | | | 645 | 2,580 | 5,160 | | | | | 179,916 |
| | 8/9/2018 | | | | | | | 4,710 | | | | 399,973 |

(1) Amounts shown reflect target, threshold, and maximum annual incentive payouts for 2018 under the GATX Cash Incentive Compensation Plan based on the achievement of income goals. Threshold amounts represent 70% of target based on the financial goal threshold.

(2) Amounts shown reflect the number of performance shares granted in 2018 under the GATX Amended and Restated 2012 Incentive Award Plan. The percentage of each performance share award that will be earned is based upon the achievement of two equally weighted performance goals: three-year average return on equity and three-year cumulative investment volume.

(3) Amounts shown reflect the number of restricted stock units granted in 2018 under the GATX Amended and Restated 2012 Incentive Award Plan.

(4) Amounts shown reflect the number of NQSOs granted in 2018 under the GATX Amended and Restated 2012 Incentive Award Plan.

Narrative Discussion Related to the Summary Compensation Table and Grants of Plan-Based Awards Table

Annual Incentive Awards

In 2018, our NEOs were eligible for annual incentive awards based solely on financial performance goals measured in terms of GATX net income. The target incentive awards were payable at 100% of targeted net income. Threshold and maximum incentive awards (70% and 170%, respectively, of the target awards) were payable at 80% and 140% or more of targeted net income.

Based on individual targets and on actual net income as described in the Compensation Discussion and Analysis , 2018 incentive payouts under the GATX Cash Incentive Compensation Plan are shown in column (g) of the Summary Compensation Table. GATX net income achievement for 2018 was $199.8 million for incentive payout purposes, or 117.1% of target for our NEOs, resulting in payouts at 129.1% of their target awards. 1

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EXECUTIVE COMPENSATION TABLES

Equity-Based Long-Term Incentives

Equity-based long-term incentive awards in 2018 consisted of NQSOs and performance shares.

NQSOs vest in three equal annual installments and expire seven years after the grant date. The grant price is based on the average of the high and low prices of GATX common stock on the date of grant. Dividend equivalents accrue on NQSO grants and are not paid until vesting and each quarter thereafter until the NQSOs are exercised or expire. The NQSOs granted to the NEOs on January 25, 2018 will vest in three equal installments on January 25 of 2019, 2020, and 2021.

The number of NQSOs awarded in 2018 and their grant date fair value are shown in columns (j) and (m), respectively, in the Grants of Plan-Based Awards Table. The grant date fair value of the 2018, 2017, and 2016 NQSO awards are shown in column (f) of the Summary Compensation Table for each year granted.

The percentage of each performance share award that will be earned is based on the extent to which pre-established goals on two independent performance measures, each of which is weighted at 50%, are achieved over a three-year performance period ending on December 31, 2020. The two performance measures are three-year average return on equity (defined as net income divided by average equity) and three-year cumulative investment volume (defined as the sum of

cumulative GAAP-basis portfolio investments and capital additions as reported on the Companys audited statement of cash flows for each year in the performance period), subject to adjustment.

The number of performance shares earned at the end of the performance period ranges from 0% to 200% of the initial target grant. For the return on equity component, the 2018 target grant will be earned if return on equity is 100% of targeted performance. The threshold and maximum number of performance shares are 25% and 200% of the target grant, respectively. For the cumulative investment volume component, the 2018 target grant is earned if cumulative investment volume is 100% of targeted performance. The threshold and maximum number of performance shares are 25% and 200% of the target grant, respectively. Dividend equivalents accrue throughout the performance period and are only paid on the number of performance shares earned at the end of the performance period.

The grant date fair value of the 2018, 2017, and 2016 performance shares are shown in column (e) of the Summary Compensation Table. The number of performance shares granted in 2018 that may be earned at target, threshold, and maximum levels is shown in columns (f), (g), and (h), respectively, of the Grants of Plan-Based Awards Table.

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EXECUTIVE COMPENSATION TABLES

Outstanding Equity Awards at Fiscal Year-End Table

The following table summarizes the number of shares of our stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2018.

| Name — (a) | Number of Securities Underlying Unexercised Options (#) Exercisable — (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable — (c) | (d) | Option Exercise Price ($) — (e) | Option Expiration Date — (f) | Number of Shares or Units of Stock that Have Not
Vested (#) — (g) | (h) | (i) | (j) (6) | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Brian A. Kenney | 0 | 80,300 | (1) | 69.735 | 1/25/2025 | | | 25,680 | (5) | 1,818,401 |
| | 27,000 | 54,000 | (2) | 61.175 | 1/26/2024 | | | 25,100 | (6) | 1,777,331 |
| | 72,734 | 63,366 | (3) | 39.185 | 1/28/2023 | | | | | |
| | 78,900 | | | 56.910 | 1/29/2022 | | | | | |
| | 57,500 | | | 58.345 | 1/30/2021 | | | | | |
| | 62,500 | | | 45.891 | 1/24/2020 | | | | | |
| Thomas A. Ellman | 0 | 18,000 | (1) | 69.735 | 1/25/2025 | 4,710 | (4) | 333,515 | | |
| | 6,300 | 12,600 | (2) | 61.175 | 1/26/2024 | | | 5,770 | (5) | 408,574 |
| | 14,934 | 7,466 | (3) | 39.185 | 1/28/2023 | | | 5,860 | (6) | 414,947 |
| | 14,100 | | | 56.910 | 1/29/2022 | | | | | |
| | 12,500 | | | 58.345 | 1/30/2021 | | | | | |
| | 9,300 | | | 45.891 | 1/24/2020 | | | | | |
| Robert C. Lyons | 0 | 19,300 | (1) | 69.735 | 1/25/2025 | 4,710 | (4) | 333,515 | | |
| | 7,000 | 14,000 | (2) | 61.175 | 1/26/2024 | | | 6,190 | (5) | 438,314 |
| | 18,400 | 9,200 | (3) | 39.185 | 1/28/2023 | | | 6,500 | (6) | 460,265 |
| | 20,500 | | | 56.910 | 1/29/2022 | | | | | |
| | 17,500 | | | 58.345 | 1/30/2021 | | | | | |
| | 17,900 | | | 45.891 | 1/24/2020 | | | | | |
| Deborah A. Golden | 0 | 13,200 | (1) | 69.735 | 1/25/2025 | | | 4,230 | (5) | 299,526 |
| | 4,233 | 8,467 | (2) | 61.175 | 1/26/2024 | | | 3,930 | (6) | 278,283 |
| | 11,400 | 5,700 | (3) | 39.185 | 1/28/2023 | | | | | |
| Paul F. Titterton | 0 | 8,100 | (1) | 69.735 | 1/25/2025 | 4,710 | (4) | 333,515 | | |
| | 2,933 | 5,867 | (2) | 61.175 | 1/26/2024 | | | 2,580 | (5) | 182,690 |
| | 5,900 | 3,934 | (3) | 39.185 | 1/28/2023 | | | 2,720 | (6) | 192,603 |
| | 5,400 | | | 56.910 | 1/29/2022 | | | | | |
| | 4,300 | | | 58.345 | 1/30/2021 | | | | | |

(1) NQSOs will vest in three, equal, annual installments on 1/25/2019, 1/25/2020, and 1/25/2021.

(2) 50% of the unexercisable NQSOs will vest on 1/26/2019 and the remainder will vest on 1/26/2020.

(3) 100% of the NQSOs will vest on 1/28/2019.

(4) Amounts shown reflect the number of restricted stock units granted in 2018. 25% will vest on 8/9/2019, and the remaining 75% will vest on 8/9/2021.

(5) Amounts shown reflect the number of target performance shares granted in 2018. A portion (ranging from 0% to 200%) will be earned subject to the achievement of specified performance objectives and will vest on 12/31/2020.

(6) Amounts shown reflect the number of target performance shares granted in 2017. A portion (ranging from 0% to 200%) will be earned subject to the achievement of specified performance objectives and will vest on 12/31/2019.

(7) Market value of performance shares is based on the closing price of GATX common stock on the last trading day of the year, December 31, 2018, which was $70.81 per share.

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EXECUTIVE COMPENSATION TABLES

Option Exercises and Stock Vested Table

Name	Option Awards — Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Stock Awards (1) — Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
(a)	(b)	(c)	(d)	(e)
Brian A. Kenney	75,000	2,664,375	48,260	3,451,797
	46,900	3,178,661
Thomas A. Ellman	8,500	361,633	9,897	707,883
Robert C. Lyons	18,500	657,213	12,210	873,320
	18,200	767,676
Deborah A. Golden	12,100	307,885	7,571	541,516
	11,700	134,024
	12,400	307,706
	11,600	425,360
Paul F. Titterton	0	0	5,208	372,502

(1) Amounts shown include the number and value of performance shares earned during the 2016-2018 performance period as described in the Compensation Discussion and Analysis section of this Proxy Statement. Although actual performance was determined after calendar year-end on January 24, 2019, the amounts are reported in the table above (and not in the Outstanding Equity Awards at Fiscal Year-End table) to reflect the actual value earned in 2018 for the 2016-2018 performance period.

Pension Benefits Table

Each of our NEOs participated in a defined benefit pension plan during the year ended December 31, 2018. The following table contains information about these plans that provide for payments or other benefits to our NEOs at, following, or in connection with retirement.

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($) (1)(2)	Payments During Last Fiscal Year ($)
(a)	(b)	(c)	(d)	(e)
Brian A.
Kenney	GATX Non-Contributory Pension Plan for Salaried Employees	23.2	693,554	0
	GATX Supplemental Retirement Plan	23.2	6,059,031	0
Thomas
A. Ellman	GATX Non-Contributory Pension Plan for Salaried Employees	22.3	581,615	0
	GATX Supplemental Retirement Plan	22.3	1,154,388	0
Robert
C. Lyons	GATX Non-Contributory Pension Plan for Salaried Employees	22.3	709,537	0
	GATX Supplemental Retirement Plan	22.3	1,927,673	0
Deborah
A. Golden	GATX Non-Contributory Pension Plan for Salaried Employees	13.0	642,125	0
	GATX Supplemental Retirement Plan	13.0	1,140,928	0
Paul F.
Titterton	GATX Non-Contributory Pension Plan for Salaried Employees	21.4	41,540	0
	GATX Supplemental Retirement Plan	21.4	459,122	0

(1) Present value of accumulated benefit is calculated as the amount payable at age 65. The GATX Non-Contributory Pension Plan for Salaried Employees Plan assumption is that 60% will elect the lump sum option and 40% will elect the annuity option at retirement. The GATX Supplemental Retirement Plan calculations use each NEOs actual election for payment of future benefit; all NEOs shown have elected a lump sum form of payment. The value of the annuity option is calculated using December 31, 2018, ASC Topic No. 715, Compensation Retirement Benefits, disclosure assumptions (4.32% interest rate, RP-2006 Healthy Annuitant Mortality Table generationally projected by Scale MP2018). Lump sums are valued at age 65 using the IRS three-segment lump sum rates and are then discounted back from age 65 to December 31, 2018 at 4.32% and 4.26% for the Salaried Plan and Non-Qualified Supplemental Plan, respectively.

(2) NEOs may also qualify for subsidized early retirement benefits.

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EXECUTIVE COMPENSATION TABLES

Narrative Discussion Related to Pension Benefits Table

NEOs participate in our Non-Contributory Pension Plan for Salaried Employees (the Qualified Plan ), which covers salaried employees of GATX and its domestic subsidiaries.

All NEOs have met the Qualified Plans vesting requirement. Subject to certain limitations imposed by law, pensions are based on years of service and average monthly compensation during (i) the five consecutive calendar years of highest compensation during the last 15 calendar years preceding retirement or the date on which employment terminates or (ii) the 60 consecutive calendar months preceding retirement or the date on which employment terminates, whichever is greater. Benefits under the Qualified Plan are not subject to any deduction for Social Security or other offset amounts.

Annual benefits in excess of certain limits imposed by the Employee Retirement Income Security Act of 1974 or the Internal Revenue Code on payments from the Qualified Plan will be paid by the Company under the GATX Supplemental Retirement Plan (the Non-Qualified Plan ). The Non-Qualified Plan is designed to restore those benefits that would otherwise be limited by statutory regulations. Payments are made as a single lump sum amount representing the actuarially equivalent present value of the benefit payable at age 65. Payments made pursuant to the Non-Qualified Plan are funded from the general assets of the Company.

Key provisions of the Qualified Plan include the following:

Participation . Participation begins on January 1 or July 1 coincident with or next following completion of one year of service and attainment of age 21.

Normal Retirement Benefits . Normal retirement is at age 65 with five years of credited service. The basic formula is a base benefit equal to 1% of average monthly compensation multiplied by years of benefit service plus an excess benefit equal to 0.65% of average monthly compensation in excess of monthly

Social Security Covered Compensation multiplied by years of benefit service (to a maximum of 35 years).

Early Retirement Benefits. Qualified benefits can commence at any age in the form of an annuity with the accrued benefit actuarially reduced for commencement before age 65, or as a single lump sum payment representing the actuarially equivalent present value of the age 65 benefit. Qualified benefits accrued prior to July 1, 2008 and payable in annuity form to employees who (a) are at least age 55 with 15 or more years of service or (b) have at least 30 years of service and whose age plus service total 90 or more, are subject to a partial rather than full actuarial reduction for early commencement.

Compensation is defined as regular earnings during the calendar year, including covered bonuses but excluding deferred and contingent compensation. For NEOs, compensation includes salary and annual incentive awards paid under the GATX Cash Incentive Compensation Plan. For the Final Average Pay Formula, Social Security Covered Compensation means the 35-year average of Social Security taxable wage bases in effect up to and including the year in which an individual attains Social Security Normal Retirement Age calculated in accordance with Revenue Ruling 89-70.

For unmarried participants, the normal form of payment is a life annuity. For married participants, the normal form of payment is a 50% joint-and-survivor annuity. Optional forms of payment include a single lump sum of the accrued pensions actuarially equivalent present value, or a joint and survivor co-pensioner annuity. All forms of payment have the same actuarially equivalent value as the life annuity.

The present value of accumulated pension benefits for each NEO is shown in column (d) of the Pension Benefits Table.

Potential Payments upon Termination or Change of Control

Except for the COC agreements described in the Compensation Discussion and Analysis , we have not entered into employment agreements with any of the NEOs. They participate in the same plans and are subject to the same treatment as all other salaried employees in the event of termination due to voluntary resignation, discharge for cause, involuntary separation, death, disability, and

retirement. This discussion, and the table that follows, therefore focuses solely on termination in the event of a change of control of GATX. The key provisions of the COC agreements are described below, followed by a table that shows the amounts that we would pay or the benefits we would have provided to each NEO if such a change of control situation had occurred on December 31, 2018.

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EXECUTIVE COMPENSATION TABLES

Key Provisions of the COC Agreements

Each NEO has entered into a COC agreement that provides certain benefits should employment be terminated or constructively terminated following a change of control. Key terms under the agreements include the following:

Executive Benefit	Description
Term	Agreement effective for two-year rolling term
and renews automatically each year unless GATX gives 60-days advance notice of non-renewal
	Employment period is two years
	Unless a COC occurs, employment is at will
Payment Triggers	Involuntary termination without cause or voluntary termination for
good reason within two years following a COC
	Failure of a successor to assume the Agreement
	Termination prior to, but in contemplation of, a COC
	Payments are not triggered in the event of death, disability, cause, or
voluntary termination for other than good reason
Severance Benefits	Three times the sum of base salary and target annual bonus (paid in lump
sum)
	Three years of additional age and service credit for retirement purposes
	Three years of additional coverage in health and welfare plans (such coverage becomes
secondary if re-employed); thereafter, coverage continues at executives cost until eligible for Medicare
	Outplacement services at a maximum cost of 10% of salary
	Pro rata portion of target bonus for the year in which the COC occurs for the actual
period served during the year of the COC prior to termination and payment of previously deferred compensation plus interest
Excise Tax Gross Up	Provided unless value of severance benefits is within 110% of the level that would not
trigger excise taxes; if so, the amount of severance benefits otherwise payable is reduced so that excise taxes are not imposed
	Tax gross up not included in COC agreements entered into after 2009
Enforcement and Legal
Fees	Payable by Company unless a court determines that such payment was unjust
Definition of Key
Terms	COC means any of the following:
	the acquisition of 20% or
more of the Companys outstanding shares or voting securities
	a turnover in a majority
of the Companys board members
	consummation of a
reorganization, merger, consolidation, sale, or disposition of substantially all assets unless shareholders immediately prior to the merger beneficially own more than 65% of outstanding shares or voting power of the resulting entity
	consummation of a
reorganization, merger, consolidation, sale, or disposition of substantially all assets of any subsidiary or 10-K business segment that is the primary employer of the executive
	shareholder approval of
liquidation or dissolution of the Company
	Cause means the willful illegal conduct, gross misconduct, or
continued failure of the executive to perform his or her duties after receipt of written notice and explanation of performance shortfalls
	Good Reason means any of the following:
	a material diminution of
the executives authority or duties
	a material diminution in
base compensation
	a material diminution in
the budget over which authority is retained
	a material change in
geographic location at which services must be performed

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EXECUTIVE COMPENSATION TABLES

Amounts Payable under COC Agreements

The table below reflects certain assumptions made in accordance with SEC rules, namely that (a) the COC and termination of employment occurred on December 31, 2018 and (b) the value of a share of the Companys common stock on December 31, 2018, the last trading day of the year, was $70.81. It includes the lump sum payments associated with the benefits described above, as well as the value of all equity awards for which vesting is accelerated as provided under the GATX Amended and Restated 2012 Incentive Award Plan. The table excludes the following payments and benefits that are not enhanced by the termination of employment following a COC:

accrued vacation pay, health plan continuation, and other similar amounts payable when employment terminates under programs applicable to our salaried employees generally

stock options or SARs that have vested and are exercisable as shown in Column (b) of the Outstanding Equity Awards at Fiscal Year-End Table

performance shares that have vested as shown in Column (e) of the Option Exercises and Stock Vested Table

the present value of pension benefits calculated in accordance with the assumptions applicable to all participants in the GATX Non-Contributory Pension Plan for Salaried Employees.

Potential Payments upon Change of Control Table

| Name | Severance ($) | Bonus (Accrued Obligations) ($) (1) | SRP Payment ($) (2) | Gross-up Payment ($) | Options/SARs ($) | Accelerated Vesting of Equity
Awards (3) — Restricted Stock ($) | Performance Shares ($) | Outplacement ($) | Total Value ($) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Brian A. Kenney (4) | 5,883,000 | 980,500 | 2,715,658 | 0 | 1,756,708 | 0 | 3,595,732 | 98,080 | 15,029,648 |
| Thomas A. Ellman | 2,550,000 | 350,000 | 996,558 | 0 | 376,895 | 333,515 | 823,521 | 50,000 | 5,480,489 |
| Robert C. Lyons (4) | 2,746,350 | 376,950 | 1,090,951 | 0 | 446,588 | 333,515 | 898,579 | 53,850 | 5,946,783 |
| Deborah A. Golden (4) | 2,119,200 | 264,900 | 672,769 | 0 | 276,022 | 0 | 577,809 | 44,150 | 3,954,850 |
| Paul F. Titterton | 1,317,500 | 233,750 | 485,840 | 0 | 189,639 | 333,515 | 375,293 | 42,500 | 3,725,891 |

(1) Represents the executives current target bonus amount.

(2) Represents the present value of the incremental portion of non-qualified pension benefits calculated using the discount rate specified in the COC agreements instead of the GATX Non-Contributory Pension Plan for Salaried Employees, attributable to three additional years of age and service credit except for Mr. Titterton, whose calculation is attributable to two additional years of age and service credit.

(3) Under the GATX Amended and Restated 2012 Incentive Award Plan, a termination following a COC results in the accelerated vesting of all unvested NQSOs, SARs, and performance share grants. Performance against goals is assumed to be at target with respect to performance shares.

(4) The value of the COC payments for Mr. Kenney, Mr. Lyons and Ms. Golden falls below the level that would trigger an excise tax, therefore they would not receive a gross-up payment.

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EXECUTIVE COMPENSATION TABLES

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the total annual compensation of Brian A. Kenney, our Chief Executive Officer ( CEO ), to the total annual compensation of our median employee for our last completed fiscal year.

In 2018, our last completed fiscal year, the total annual compensation of our CEO as reported in the Summary Compensation Table, was $5,792,282. The total annual compensation of our median employee, calculated in the same manner as the CEOs, was $54,243. As a result, for 2018, our estimate of the ratio of our CEOs total annual compensation to the total annual compensation of our median employee was approximately 107 to 1.

We are permitted to use of the same median employee identified on October 1, 2017 for up to three years unless there has been a meaningful change to our employee population, or a change in employee compensation arrangements that we believe would result in a significant modification to the pay ratio disclosure. Also, within those three years, if the median employees compensation significantly changes, we may use another employee whose compensation is comparable to the original

median employee based on the compensation measure used to select the original median employee.

As of October 1, 2018, we employed approximately 2,184 people, with 1,355 located in the United States and 829 located outside the United States. We continue to exclude employees in India (14), Russia (3), and France (3) given the small number of employees located in those jurisdictions. This is comparable to 2,263 employed on October 1, 2017, with 1,403 located in the United States and 860 located outside the United States. There have been no changes in employee compensation arrangements that could significantly impact our pay ratio.

However, our original median employee had a change in circumstances during 2018 which made using his/her compensation inappropriate, as it would significantly change the pay ratio. Accordingly, we identified a new median employee for this year by looking back at the original dataset by which we identified our original median employee. For our new median employee, we chose the employee with compensation that was the closest in proximity to our original median employee. We then calculated the actual annual total compensation for this new median employee using the same methodology we used in 2017.

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PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP ( EY ) as our independent registered public accounting firm for fiscal year 2019, and our Board is seeking shareholder ratification of the appointment. EY and its predecessor firms have served as our independent registered public accounting firm since 1916.

Shareholder ratification of this appointment is not required by our By-Laws or applicable laws and regulations. However, our Board annually submits this appointment for shareholder ratification as an element of our strong

governance program. While this vote cannot be binding, if shareholders do not ratify the appointment of EY, the Audit Committee will take the vote into account in making future appointments.

Representatives of EY are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions by shareholders.

Audit Committee Evaluation

In determining whether to reappoint EY, the Audit Committee considered the qualifications, performance, and independence of the firm and the audit engagement team, the quality of its discussions with EY, and the fees charged by EY for the breadth of services provided. In connection with the 2019 appointment, the Audit Committee considered, among other things, the following:

Audit Quality The quality of EYs audit and non-audit work, based on its oversight of the firms work product, as well as its discussions with management in executive session without EY present and its discussions with EY in executive session without management present

Performance EYs reports on its quality controls and its performance during our 2018 and prior-year audits

Qualitative Review EYs (i) expertise and resources, (ii) audit planning, (iii) communication and interaction, (iv) independence, objectivity and professional skepticism and (v) value for fees

Self-Assessment EYs annual self-assessment of its accomplishments in connection with its audit, its satisfaction of the service needs and expectations of

the Audit Committee and management, and areas of continued focus and improvement opportunities

Regulatory Reviews External data on the firms audit quality and performance, including recent Public Company Accounting Oversight Board (PCAOB) reports on EY and its peer firms

Reasonableness of Fees The appropriateness of EYs fees for audit and non-audit services, both on an absolute basis and relative to comparable firms

Independence Written disclosures from the firm and the independence letter required by the PCAOB

Tenure EYs tenure as our independent auditor, including the benefits of having a long-tenured auditor and the institutional knowledge gained from prior years of engagement.

The Audit Committee determined that the appointment of EY is in the best interest of GATX and our shareholders. The Audit Committee has appointed, subject to stockholder ratification, EY as our independent registered public accounting firm for fiscal year 2019 and recommends that shareholders ratify the appointment at the Annual Meeting.

The Board of Directors recommends that you vote FOR the proposal to ratify Ernst & Young LLP as our independent registered public accounting firm for 2019.

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PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

The Audit Committees responsibilities, as set forth in its charter, include providing oversight of our financial accounting and reporting process through periodic meetings with our management, independent registered public accounting firm, and internal auditors to review accounting, auditing, internal controls, and financial reporting matters. The Audit Committee Charter is available on our website ( www.gatx.com ) in the Investor Relations section under Corporate Governance.

The Audit Committee has the ultimate authority to select and engage our independent registered public accounting firm, evaluate its performance, evaluate the performance of the lead audit partner, oversee the required rotation of the lead audit partner every five years, review and consider the selection of the lead audit partner, approve all audit and non-audit work, and approve all associated fees. The Audit Committees oversight includes regular private sessions with the independent registered public accounting firm and discussions with the firm regarding the scope of its audit.

GATX management is responsible for the preparation and integrity of our financial reporting information and related systems of internal control. In the discharge of its functions, the Audit Committee relies on our management (including senior financial management), internal audit staff, and independent registered public accounting firm.

It is not the Audit Committees responsibility to plan or conduct audits or to determine that our financial statements are complete and accurate and prepared in accordance with generally accepted accounting principles. That work is the responsibility of GATX management and our independent registered public accounting firm. In making its recommendation to the Board noted below, the Audit Committee has relied on management to prepare the financial statements with integrity and objectivity and in conformance with generally accepted accounting principles and the report of our independent registered public accounting firm with respect to the financial statements.

The Audit Committee consists of five directors: Anne L. Arvia (Chair), Diane M. Aigotti, Robert J. Ritchie, Casey J. Sylla, and Stephen R. Wilson, each of whom is an independent director under the NYSE listing standards applicable to Audit Committee members. The Board has determined that each member of the Audit Committee is financially literate and has accounting and related financial management expertise, and that each is an audit committee financial expert (as such term is defined by the SEC).

The Audit Committee has reviewed and discussed with management the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

The Audit Committee has discussed with EY, our independent registered public accounting firm, the matters required to be discussed under PCAOB Auditing Standard No. 1301, Communication with Audit Committees , including the quality of our accounting policies, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

The Audit Committee also has received from EY the written disclosures regarding the auditors independence required by PCAOB Ethics and Independence Rule 3256, Communication with Audit Committees Concerning Independence , and the Audit Committee has discussed with EY its independence.

Based on the review and discussions noted above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2018 for filing with the SEC.

Anne L. Arvia (Chair)

Diane M. Aigotti

Robert J. Ritchie

Casey J. Sylla

Stephen R. Wilson

Pre-Approval Policy

Pursuant to our pre-approval policy, the Audit Committee must pre-approve all audit and non-audit services provided to GATX by our independent registered public accounting firm before the firm is engaged to perform the services. Each year, the Audit Committee reviews the

annual audit plan submitted by the independent registered public accounting firm and pre-approves all necessary and appropriate audit services for the year.

Each quarter, the Company and the independent registered public accounting firm jointly provide the Audit

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PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Committee a report of all the audit-related, tax, and other non-audit services that were performed by the independent registered public accounting firm during the current fiscal quarter pursuant to the authority previously approved by the Committee. In addition, the Company and the independent registered public accounting firm provide the Audit Committee with an estimate of the nature and amount of the services expected to be needed in the next fiscal quarter, together with a joint statement confirming that the services are consistent with

the SECs rules on auditor independence. The Audit Committee then pre-approves those services, as appropriate. Any proposed changes to the estimate of services reviewed as part of the annual audit plan also are discussed with the Audit Committee at that time. The Audit Committee may delegate pre-approval authority to one or more of its members. Any member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Audit and Other Related Fees

Audit Fees

The aggregate fees for professional services rendered by EY in connection with (i) the audit of the annual financial statements set forth in our Annual Report on Form 10-K, (ii) the review of the interim financial statements in our Quarterly Reports on Form 10-Q, (iii) comfort letters, consents, and other services related to SEC filings, and (iv) related audit services provided to other subsidiaries of

GATX were approximately $2,571,000 for 2018 and $2,613,000 for 2017. Audit fees also include the audit of the effectiveness of our internal control over financial reporting as required by SEC rules adopted under Section 404 of the Sarbanes-Oxley Act of 2002.

Audit-Related Fees

The aggregate fees for assurance and related services that were related to the performance of the audit or review of our financial statements were approximately

$139,000 for 2018 and $136,000 for 2017. In both years, the services performed related to employee benefit plan audits.

Tax Fees

The aggregate fees for professional services rendered for federal and international tax compliance, advice, and

planning were approximately $43,000 for 2018 and $63,000 for 2017.

All Other Fees

Fees for other professional services rendered by EY were approximately $2,000 for each of 2018 and 2017, primarily

related to access and use of EYs online accounting research tool.

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SECURITY OWNERSHIP OF DIRECTORS AND

EXECUTIVE OFFICERS

Each director, each executive officer named in the Summary Compensation Table, and all directors and executive officers as a group, owned the number of shares of GATX common stock set forth in the following table:

Name of Beneficial Owner
Diane M. Aigotti	4,913
Anne L. Arvia	22,299
Thomas A. Ellman	115,866
Deborah A. Golden	63,183
Ernst A. Häberli	26,849
Brian A. Kenney	560,022
Robert C. Lyons	155,403
James B. Ream	32,708
Robert J. Ritchie	28,557
David S. Sutherland	63,699
Casey J. Sylla	37,677
Paul F. Titterton	37,793
Stephen R. Wilson	11,641
Paul G. Yovovich	24,210
All Directors and executive officers as a group	1,356,926

(1) Includes (i) units of phantom common stock credited to the accounts of individuals and payable in shares of common stock following retirement from the Board as follows: Ms. Aigotti (4,913); Ms. Arvia (21,984); Mr. Häberli (26,849); Mr. Ream (27,708); Mr. Ritchie (26,557); Mr. Sutherland (53,699); Mr. Sylla (37,677); Mr. Wilson (7,641); Mr. Yovovich (22,196); and directors as a group (229,227); and (ii) shares which may be obtained by exercise of previously granted options or SARs within 60 days of March 4, 2019, by Mr. Ellman (76,900); Ms. Golden (29,966); Mr. Kenney (388,766); Mr. Lyons (103,933); Mr. Titterton (28,100); and executive officers as a group (737,360).

(2) Each person has sole investment and voting power (or shares such powers with his or her spouse), except with respect to units of phantom common stock, restricted common stock, and option grants. None of the directors or named executive officers owned 1% or more of the Companys outstanding shares of common stock except for Mr. Kenney, who owned approximately 1.5%. Directors and executive officers as a group beneficially owned approximately 3.6% of the Companys outstanding shares of common stock.

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PRINCIPAL SHAREHOLDERS

The entities listed below are the only persons known to us to beneficially own more than 5% of our common stock. To our knowledge, except as indicated in the footnotes to this table, the entities named below have sole voting and investment power with respect to all shares beneficially owned by them. Percentage of beneficial ownership is based on 36,451,686 shares outstanding as of March 4, 2019.

Name and Address of Beneficial Owner — State Farm Mutual Automobile Insurance Company (1) One State Farm Plaza Bloomington, Illinois 61710	6,399,500	17.1
The Vanguard Group, Inc. (2) 100 Vanguard Boulevard Malvern, Pennsylvania 19355	5,046,660	13.5
BlackRock, Inc. (3) 55 East 52nd Street New York, New York 10055	4,370,637	11.7
GAMCO Investors, Inc. (4) One Corporate Center Rye, New York 10580	3,971,390	10.6
Dimensional Fund Advisors LP (5) Building One 6300 Bee Cave Road Austin, Texas 78746	3,117,019	8.3

(1) Based on a Schedule 13G amendment filed with the SEC on February 5, 2019. Consists of (i) 3,336,000 shares held by State Farm Mutual Automobile Insurance Company, (ii) 882,800 shares held by State Farm Fire and Casualty Company, (iii) 258,900 shares held by State Farm Investment Management Corp., (iv) 1,608,000 shares held by State Farm Insurance Companies Employee Retirement Trust, and (v) 313,800 shares held by State Farm Insurance Companies Savings and Thrift Plan for US Employees. Each of the foregoing entities expressly disclaims beneficial ownership as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a group under the regulations of the SEC with regard to the beneficial ownership of these shares of common stock.

(2) Based on a Schedule 13G filed with the SEC on February 11, 2019. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 33,375 shares of GATX stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 8,449 shares of GATX stock as a result of its serving as investment manager of Australia investment offerings. The Vanguard Group, Inc. and certain of its affiliated entities (collectively, Vanguard) have sole voting power with respect to 36,824 of the reported shares and shared voting power with respect to 5,000 of the reported shares. Vanguard has sole dispositive power with respect to 5,008,285 of the reported shares and shared dispositive power with respect to 38,375 of the reported shares.

(3) Based on a Schedule 13G amendment filed with the SEC on January 28, 2019. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these shares. No one persons interest in these shares is greater than 5% of the total number of outstanding shares of GATX stock. BlackRock has sole voting power with respect to 4,280,532 of the reported shares.

(4) Based on a Schedule 13D amendment filed with the SEC on November 27, 2018. Consists of (i) 2,326,790 shares held by GAMCO Asset Management, Inc., (ii) 1,639,600 shares held by Gabelli Funds, LLC, and (iii) 5,000 shares held by MJG Associates, Inc. GAMCO Investors, Inc. (GAMCO) and certain of its affiliated entities have the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the reported shares, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 174,415 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in GATX and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Funds shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such Fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli and GAMCO is indirect with respect to shares beneficially owned directly by other reporting persons. GAMCO and certain of its affiliated entities may be deemed to constitute a group under the regulations of the SEC with regard to beneficial ownership of these shares of common stock, however, GAMCO and each of these affiliated entities do not admit that they constitute a group.

(5) Based on a Schedule 13G amendment filed with the SEC on February 8, 2019. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and

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PRINCIPAL SHAREHOLDERS

separate accounts (such as investment companies, trusts and accounts, collectively referred to as the Funds). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, Dimensional) may possess voting and/or investment power over the shares that are owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds. However, all of the reported shares are owned by the Funds. Dimensional disclaims beneficial ownership of such shares. The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held in their respective accounts. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the outstanding shares of GATX.

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FORWARD-LOOKING STATEMENTS

Statements in this Proxy Statement not based on historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and, accordingly, involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance, or achievements to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects, or future events. In some cases, forward-looking statements can be identified by the use of words such as may, could, expect, intend, plan, seek, anticipate, believe, estimate, predict, potential, outlook, continue, likely, will, would, and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made, and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements.

The following factors, in addition to those discussed in our other filings with the SEC, including our Form 10-K for the year ended December 31, 2018, could cause actual results to differ materially from our current expectations expressed in forward-looking statements:

exposure to damages, fines, criminal and civil penalties, and reputational harm arising from a negative outcome in litigation, including claims arising from an accident involving our railcars

inability to maintain our assets on lease at satisfactory rates due to oversupply of railcars in the market or other changes in supply and demand

a significant decline in customer demand for our railcars or other assets or services, including as a result of:

weak macroeconomic conditions

weak market conditions in our customers businesses

declines in harvest or production volumes

adverse changes in the price of, or demand for, commodities

changes in railroad operations or efficiency

change in supply chains

availability of pipelines, trucks, and other alternative modes of transportation

other operational or commercial needs or decisions of our customers

higher costs associated with increased railcar assignments following non-renewal of leases, customer defaults, and compliance maintenance programs or other maintenance initiatives

events having an adverse impact on assets, customers, or regions where we have a concentrated investment exposure

financial and operational risks associated with long-term railcar purchase commitments, including increased costs due to tariffs or trade disputes

reduced opportunities to generate asset remarketing income

operational and financial risks related to our affiliate investments, including the Rolls-Royce & Partners Finance joint ventures

fluctuations in foreign exchange rates

failure to successfully negotiate collective bargaining agreements with the unions representing a substantial portion of our employees

asset impairment charges we may be required to recognize

deterioration of conditions in the capital markets, reductions in our credit ratings, or increases in our financing costs

uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021

competitive factors in our primary markets, including competitors with a significantly lower cost of capital than GATX

risks related to our international operations and expansion into new geographic markets, including the imposition of new or additional tariffs, quotas, or trade barriers

changes in, or failure to comply with, laws, rules, and regulations

inability to obtain cost-effective insurance

environmental remediation costs

inadequate allowances to cover credit losses in our portfolio

inability to maintain and secure our information technology infrastructure from cybersecurity threats and related disruption of our business.

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OTHER INFORMATION

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the SEC and the NYSE reports of their ownership, and any changes in ownership, of our common stock. In addition, SEC regulations require these

persons to furnish us with copies of all such reports. Based solely on our review of the reports furnished to us, and written representations that no other reports were required, we believe that all Section 16(a) reports were timely filed in 2018.

Shareholder Proposals

2019 Annual Meeting Proposals

The Board does not know of any matters to be presented at the meeting other than those described in this Proxy Statement, and we have not received notice of any shareholder proposals for the upcoming Annual Meeting. In the event that a shareholder proposal is made at the

Annual Meeting, the Proxyholders (as defined on page 65) may exercise their discretionary voting authority under the proxies they hold to vote in accordance with their best judgment on any such proposal.

2020 Shareholder Proposals

Proposals Under SEC Rule 14a-8

In order for a shareholder proposal to be considered for inclusion in our proxy materials for the 2020 annual meeting of shareholders pursuant to SEC Rule 14a-8, the shareholder proposal must be received by the Corporate Secretary, GATX Corporation, 233 South Wacker Drive, Chicago, Illinois 60606-7147 no later than November 19, 2019. Any such proposal may be included in next years

proxy statement only if it complies with our By-Laws and the rules and regulations promulgated by the SEC, including Rule 14a-8. Nothing in this section shall be deemed to require us to include, in our proxy materials relating to any annual meeting, a shareholder proposal that does not meet all of the requirements for inclusion established by the SEC.

Non-14a-8 Proposals

If a shareholder intends to present a proposal for consideration at the 2020 annual meeting of shareholders outside the processes of SEC Rule 14a-8, the proposal must be received by the Corporate Secretary, GATX Corporation, 233 South Wacker Drive, Chicago, Illinois 60606-7147 no earlier than December 31, 2019, and no later than January 30, 2020. The notice must contain,

and be accompanied by, all of the information as specified in our By-Laws. We recommend that any shareholder wishing to bring any item before an annual meeting of shareholders review our By-Laws, which are available on our website ( www.gatx.com ) in the Investor Relations section under Corporate Governance.

2020 Director Nominations

Director nominations by shareholders for consideration at the 2020 annual meeting of shareholders must be received by the Governance Committee, c/o the Corporate Secretary, GATX Corporation, 233 South Wacker Drive, Chicago, Illinois 60606-7147 no earlier

than December 31, 2019, and no later than January 30, 2020. The notice must contain, and be accompanied by all information required by our By-Laws, the proxy rules, and applicable law.

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QUESTIONS AND ANSWERS ABOUT THE MEETING

Who may vote at the Annual Meeting?

Only holders of shares of our common stock as of the close of business on March 4, 2019 (the Record Date ) will be entitled to vote at the Annual Meeting. On that day, 36,451,686 shares of common stock were issued and

outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the Annual Meeting.

Who can attend the Annual Meeting?

Only holders of our common stock as of the Record Date, or their duly appointed proxies, will be entitled to attend the Annual Meeting. If you hold your shares through a broker, bank, or other nominee, you will not be

admitted to the Annual Meeting unless you bring a copy of a statement (such as a brokerage statement) from your nominee reflecting your stock ownership as of the Record Date.

How do I vote?

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Investor Services, then you are considered the shareholder of record with respect to those shares. You can vote (1) by internet or telephone by following the instructions on the proxy card, (2) signing, dating, and returning the proxy card, or (3) attending the Annual Meeting and voting in person.

Beneficial Owner of Shares Held in Street Name. If you hold your shares through a broker, bank, or other nominee, then the nominee holding your shares is

considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that nominee on how to vote the shares held in your account. Your nominee will provide you with instructions on how to vote your shares, including any available telephone or internet voting options. If you hold your shares through a broker, bank, or other nominee and would like to vote in person at the Annual Meeting, you must first obtain a legal proxy issued in your name from the nominee that holds your shares.

What does it mean to vote by proxy?

It means that you give someone else the right to vote your shares in accordance with your instructions. In this case, we are asking you to give your proxy to each of our Chief Executive Officer, Chief Financial Officer, and

General Counsel (the Proxyholders ). In this way, you ensure that your vote will be counted even if you are unable to attend the Annual Meeting.

What happens if I do not give specific voting instructions?

Shareholder of Record. If you are a shareholder of record and you indicate when voting by internet or telephone that you wish to vote as recommended by the Board, or you sign and return a proxy card without giving specific voting instructions, the Proxyholders will vote your shares (1) FOR the election of each of the Boards nominees for director, (2) FOR the adoption of the shareholder advisory resolution to approve the

Companys executive compensation, and (3) FOR the ratification of the Audit Committees appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019.

Beneficial Owner of Shares Held in Street Name. If you hold your shares through a bank, broker, or other nominee and you do not provide that nominee with specific voting instructions, under the rules of various

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QUESTIONS AND ANSWERS ABOUT THE MEETING

national and regional securities exchanges, the nominee that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If your nominee does not receive instructions from you on how to vote your shares on a non-routine matter at least 10 days before the Annual Meeting, your nominee will inform the inspector of election that it does not have the authority to vote your shares on that matter. This is generally referred to as a broker non-vote.

Ratification of the Audit Committees appointment of Ernst & Young LLP as our independent registered public

accounting firm for 2019 (Proposal No. 3) is considered a routine matter. A bank, broker, or other nominee may generally vote on routine matters, and therefore, no broker non-votes are expected to occur in connection with Proposal No. 3. The election of directors (Proposal No. 1) and the advisory vote on executive compensation (Proposal No. 2) are considered non-routine matters. A bank, broker, or other nominee cannot vote on those matters without instructions from the beneficial owner of the shares, and therefore, broker non-votes may occur on Proposals 1 and 2.

How are the votes counted?

Our transfer agent, Computershare Investor Services, will serve as tabulator and will count the votes. You may vote FOR, AGAINST, or ABSTAIN with respect to each director nominee and on Proposals 2 and 3. If you abstain from voting on any director nominee or item, your

abstention will not have an effect on the outcome of the vote. In tabulating the voting results, only FOR and AGAINST votes are counted. Broker non-votes and abstentions are counted only for purposes of determining whether a quorum is present.

Can I change my mind after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. If you vote by internet or by telephone only your latest internet or telephone proxy that is timely submitted prior to the meeting will be counted. If you vote by signing and returning a proxy card, you may change your vote by completing a new proxy card with a later date. You may also revoke your proxy and change your vote by

attending the meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your prior proxy be revoked by delivering written notice to the Companys Corporate Secretary at 233 South Wacker Drive, Chicago, Illinois 60606-7147.

What happens if other matters come up at the Annual Meeting?

If any matters other than those referred to in the Notice of Annual Meeting properly come before the meeting, the Proxyholders will have the discretion to vote the proxies held by them in accordance with their best judgment.

However, we have not received timely and proper notice from any shareholder of any other matter to be presented at the meeting.

What constitutes a quorum?

The Annual Meeting will be held only if a quorum is present. A quorum will be present if a majority of the 36,451,686 shares of our common stock issued and outstanding on the Record Date are represented, in

person or by proxy, at the Annual Meeting. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.

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QUESTIONS AND ANSWERS ABOUT THE MEETING

How is it determined whether a matter has been approved?

Assuming a quorum is present, each director nominee will be elected by a majority of votes cast with respect to his or her election. A majority of votes cast means that the number of votes cast FOR the election of a director nominee exceeds the number of votes cast AGAINST such director nominees election. Under the Boards existing resignation policy, each director is expected to tender his or her resignation when nominated for election to the Board. The resignation will become effective only if the director receives more votes AGAINST his or her

election than FOR votes and the Governance Committee, or other duly authorized committee of the Board, decides to accept the resignation. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of director nominees.

Approval of Proposals 2 and 3 requires a majority of the votes cast FOR or AGAINST that proposal at the Annual Meeting.

What shares are covered by the proxy card?

Shareholders Who Are Not Current or Former GATX Employees. If you are not a current or former employee of GATX, the standard proxy card covers all shares held by you of record.

Current or Former GATX Employees. If you are a current or former employee of GATX and you have shares in the GATX Stock Fund as a result of your participation in the GATX salaried or hourly 401(k) plans (collectively, the 401(k) Plans ), you will receive a separate proxy card for any shares you hold in those plans (your Plan Shares ). This separate proxy card will cover all of your Plan Shares. Subject to applicable law, the trustee of the 401(k) Plans will vote your Plan Shares in accordance with the voting instructions you provide by completing

and returning the proxy card for your Plan Shares or by voting your Plan Shares by internet or by telephone. If you do not instruct the trustee how to vote, the trustee will vote your Plan Shares in the same proportion as those Plan Shares for which the trustee receives timely voting instructions from other shareholder participants in the 401(k) Plans. To allow sufficient time for the trustee to vote your Plan Shares in accordance with your direction, your voting instructions must be received by the trustee no later than 8:00 a.m. Eastern Time on April 25, 2019. Please note that the proxy card covering your Plan Shares does not cover any other GATX shares held by you outside of the 401(k) Plans, and you will need to provide separate voting instructions for your non-Plan Shares as described above.

Who pays to prepare, mail, and solicit the proxies?

GATX pays all the costs of preparing, mailing, and soliciting proxies. We ask brokers, banks, voting trustees, and other nominees to forward proxy materials to the beneficial owners and to obtain authority to execute proxies, and we generally reimburse these brokers, banks, voting trustees, and other nominees for their expenses upon request.

We have retained D.F. King & Co., Inc. to aid in the solicitation of proxies by mail, telephone, facsimile, e-mail, and personal solicitation. For these services, we will pay D.F. King & Co., Inc. a fee of $9,500 plus expenses. In addition, certain directors, officers, or employees of the Company, who will receive no extra compensation for their services, may solicit proxies by telephone, facsimile, e-mail, or personal contact.

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QUESTIONS AND ANSWERS ABOUT THE MEETING

Where can I find the voting results of the Annual Meeting?

We will publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

By Order of the Board of Directors,

Executive Vice President, General Counsel and

Corporate Secretary

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Exhibit A GATX Corporation Director Independence Standard

A director of the Company will not be considered independent if:

The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive of the Company.

The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent on continued service).

(A) The director is a current partner or employee of a firm that is the Companys internal or external auditor; (B) the director has an immediate family member who is a current partner of such firm; (C) the director has an immediate family member who is a current employee of such firm and who works on the Companys audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such firm and personally worked on the Companys audit within that time.

The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Companys present executive officers at the same time serves or served on that companys compensation committee.

The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services

in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other companys consolidated gross revenues.

The director is a partner of a firm providing tax, accounting, legal, or other consulting services to the Company which received payment from the Company for such services, in any of the last three fiscal years, in excess of $250,000.

The director is an executive officer or employee, or an immediate family member is an executive officer, of another company that does business with the Company and the sales by that company to the Company or purchases by that company from the Company, in any single fiscal year during the evaluation period, are more than the greater of 1% of the annual revenues of that company or $1 million.

The director is an executive officer or employee, or an immediate family member is an executive officer, of another company which is indebted to the Company, or to which the Company is indebted, and the total amount of either companys indebtedness to the other at the end of the last completed fiscal year is more than 1% of the other companys total consolidated assets.

The director serves as an officer, director, or trustee of a charitable organization, and the Companys discretionary charitable contributions to the organization exceeded 1% of that organizations total annual charitable receipts during its last completed fiscal year.

In addition, the Board will review all relevant facts and circumstances as to any other relationship which may exist between the Company and any director.

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Exhibit B Reconciliation of Non-GAAP Financial Measures

Non-GAAP Financial Measures

This Proxy Statement includes certain financial measures computed using non-GAAP components, as defined by the SEC. These measures are not in accordance with, or a substitute for, U.S. generally accepted accounting principles ( GAAP ), and our financial measures may be different from non-GAAP financial measures used by other companies. We have provided a reconciliation of our non-GAAP components to the most directly comparable GAAP components.

We exclude the effects of certain tax adjustments and other items for purposes of presenting net income, diluted earnings per share, and return on equity because

we believe these items are not attributable to our business operations. Management utilizes this information when analyzing financial performance because such amounts reflect the underlying operating results that are within managements ability to influence. Accordingly, we believe presenting this information provides investors and other users of our financial statements with meaningful supplemental information for purposes of analyzing year-to-year financial performance on a comparable basis and assessing trends.

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EXHIBIT B RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Reconciliation

The following table shows our shareholders equity, excluding accumulated other comprehensive loss, as of December 31 (in millions):

| Shareholders Equity
(GAAP) | 2018 — $ 1,788.1 | $ | 1,792.7 | $ | 1,347.2 | 2015 — $1,280.2 |
| --- | --- | --- | --- | --- | --- | --- |
| Add: accumulated other
comprehensive loss | 164.6 | | 109.6 | | 211.1 | 198.8 |
| Less: impact of the Tax Cuts and
Jobs Act of 2017 | (315.9 | ) | (315.9 | ) | | |
| Shareholders Equity, as
adjusted (non-GAAP) (1) | $ 1,636.8 | $ | 1,586.4 | $ | 1,558.3 | $1,479.0 |

The following tables show our net income, diluted earnings per share, and return on equity, excluding tax adjustments and other items, for the years ended December 31 (in millions, except per share data):

Impact of Tax Adjustments and Other Items on Net Income: — Net income (GAAP)	2018 — $ 211.3		2017 — $ 502.0		2016 — $ 257.1
Adjustments attributable to consolidated pre-tax income:
Cost attributable to the closure of a maintenance facility at Rail International (2)	9.5
Railcar impairment at Rail North America (3)					29.8
Net (gain) loss on wholly owned Portfolio Management marine investments (4)			(1.8	)	2.5
Residual sharing settlement at Portfolio Management (5)					(49.1	)
Total adjustments attributable to consolidated pre-tax income	$ 9.5		$ (1.8	)	$ (16.8	)
Income taxes thereon, based on applicable effective tax rate	$ (3.1	)	$ 0.7		$ 7.2
Other income tax adjustments attributable to consolidated income:
Impact of the Tax Cuts and Jobs Act of 2017 (6)	(16.5	)	(315.9	)
Foreign tax credit utilization (7)	(1.4	)			(7.1	)
Total other income tax adjustments attributable to consolidated income	$ (17.9	)	$ (315.9	)	$ (7.1	)
Adjustments attributable to affiliates earnings, net of taxes:
Net gain on Portfolio Management marine affiliate (4)					(0.6	)
Income tax rate changes (8)					(3.9	)
Total adjustments attributable to affiliates earnings, net of taxes	$		$		$ (4.5	)
Net income, excluding tax adjustments and other Items (non-GAAP)	$ 199.8		$ 185.0		$ 235.9
Impact of Tax
Adjustments and Other Items on Diluted Earnings Per Share:	2018		2017		2016
Diluted earnings per share (GAAP)	$ 5.52		$ 12.75		$ 6.29
Adjustments attributable to consolidated income, net of taxes:
Cost attributable to the closure of a maintenance facility at Rail International (2)	0.17
Railcar impairment at Rail North America (3)					0.47
Net (gain) loss on wholly owned Portfolio Management marine investments (4)			(0.03	)	0.04
Residual sharing settlement at Portfolio Management (5)					(0.74	)
Impact of the Tax Cuts and Jobs Act of 2017 (6)	(0.43	)	(8.02	)
Foreign tax credit utilization (7)	(0.04	)			(0.17	)
Adjustments attributable to affiliates earnings, net of taxes:
Net gain on Portfolio Management marine affiliate (4)					(0.02	)
Income tax rate changes (8)					(0.10	)
Diluted earnings per share, excluding tax adjustments and other items (non-GAAP)	$ 5.22		$ 4.70		$ 5.77

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EXHIBIT B RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Return on Equity: — Return on Equity (GAAP)	11.8 %	32.0 %	19.6 %
Return on Equity (non-GAAP)
(9)	13.6 %	13.1 %	18.0 %
Return on Equity, applicable for
performance share plan measures (non-GAAP) (10)	13.1 %	11.8 %	16.9 %

(1) Shareholders Equity as used for purposes of performance share plan measures (non-GAAP).

(2) Expenses attributable to the closure of a maintenance facility.

(3) Impairment losses related specifically to certain railcars in flammable service that we believe have been permanently and negatively impacted by regulatory changes.

(4) In 2015, we made the decision to exit the majority of our non-core, marine investments within our Portfolio Management segment. As a result, we recorded gains and losses associated with the impairments and sales of certain investments.

(5) Income recognized from the settlement of a residual sharing agreement related to a residual guarantee we provided on certain rail assets.

(6) Amounts attributable to the impact of corporate income tax changes enacted by the Tax Cuts and Jobs Act of 2017 (Tax Act).

(7) Benefits attributable to the utilization of foreign tax credits.

(8) Deferred income tax adjustments due to enacted statutory rate decreases in the United Kingdom for 2016.

(9) Return on Equity is calculated as net income, excluding tax adjustments and other items, divided by Shareholders Equity. For 2018 and 2017, Shareholders Equity excludes the increases resulting from the impact of the Tax Act.

(10) Return on Equity is calculated as net income divided by Shareholders Equity, adjusted as shown above. For 2017, net income excludes the impact of the Tax Act.

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Exhibit C Location of the 2019 Annual Meeting of the Shareholders of GATX Corporation

GATX Corporation, 233 South Wacker Drive, 52 nd Floor, Chicago, Illinois

The Annual Meeting will be held in our corporate headquarters on the 52 nd floor of Willis Tower, which is located at 233 South Wacker Drive in Chicago, Illinois. Willis Tower is undergoing a renovation, and only the entrances on Franklin Street and Adams Street are currently open. To reach the location of the meeting, please follow the instructions below:

When entering Willis Tower, please check in at the security desk. You will be asked to present one form of government-issued photo identification (e.g., drivers license, state identification card, or a passport), and will be given a building pass.

The security desk will direct you to a screening area. You will be asked to walk through a metal detector, and any personal items you bring with you will need to go through an x-ray machine.

As you complete the security screening, ask the security personnel to direct you to the 52 nd floor. You will need to take multiple elevators to reach the 52 nd floor, so please allow sufficient time to pass through security and make your way to our offices.

After exiting the elevator on the 52 nd floor, please follow the signs to reach the location of the Annual Meeting.

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GATX CORPORATION 222 West Adams Street Chicago, IL 60606-5314 (312) 621-6200 (800) 428-8161 www.gatx.comGATX CORPORATION 233 South Wacker DriveChicago, Illinois 60606 (312) 621-6200 (800) 428-8161 www.gatx.com

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●
		Your vote matters - heres how to vote! You may vote online or by phone instead of mailing this card.
		●	Votes submitted electronically and via telephone must be received by 11:59 p.m. Eastern Time, on April 28, 2019 (for registered shares) and 8:00 a.m. Eastern Time, on April 25, 2019 (for Plan Shares, as defined in the Proxy
Statement).
			Online
			Go to www.envisionreports.com/GATX or scan the QR code login details are located in the shaded bar below.
		●	Phone Call toll free 1-800-652-VOTE
(8683) within the USA, US territories and Canada.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.	●	●	Save paper, time and money! Sign
up for electronic delivery at www.envisionreports.com/GATX

2019 Annual Meeting Proxy Card

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

A Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 - 3.

Election of Directors:

	For	Against	Abstain		For	Against	Abstain		For	Against	Abstain
01 - Diane M. Aigotti	☐	☐	☐	02 - Anne L. Arvia	☐	☐	☐	03 - Ernst A. Häberli	☐	☐	☐
04 - Brian A. Kenney	☐	☐	☐	05 - James B. Ream	☐	☐	☐	06 - Robert J. Ritchie	☐	☐	☐
07 - David S. Sutherland	☐	☐	☐	08 - Stephen R. Wilson	☐	☐	☐	09 - Paul G. Yovovich	☐	☐	☐

		For	Against	Abstain			For	Against	Abstain
2.	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	☐	☐	☐	3.	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2019	☐	☐	☐

B Authorized Signatures This section must be completed for your vote to count. Please date and sign below.

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) Please print date below.
/ /

◾ 9 2 B M

02ZV3G

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Important notice regarding the internet availability of proxy materials for the Annual Meeting of Shareholders.

The material is available at: www.envisionreports.com/GATX

●
Help the environment by consenting to receive electronic
delivery, sign up at www.envisionreports.com/GATX

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

GATX Corporation

Notice of 2019 Annual Meeting of Shareholders

Proxy Solicited by Board of Directors for Annual Meeting April 29, 2019

Brian A. Kenney, Thomas A. Ellman, and Deborah A. Golden, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of GATX Corporation to be held at GATX Corporation, 233 South Wacker Drive, 52nd Floor, Chicago, Illinois on Monday, April 29, 2019, at 12:00 p.m. Central Time, or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2-3.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side.)

C Non-Voting Items

Change of Address Please print new address below. Comments Please print your comments below.

◾

Table of Contents

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

2019 Annual Meeting Proxy Card

q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

A Proposals The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 - 3.

ELECTION OF DIRECTORS:

	For	Against	Abstain		For	Against	Abstain		For	Against	Abstain
01 - Diane M. Aigotti	☐	☐	☐	02 - Anne L. Arvia	☐	☐	☐	03 - Ernst A. Häberli	☐	☐	☐
04 - Brian A. Kenney	☐	☐	☐	05 - James B. Ream	☐	☐	☐	06 - Robert J. Ritchie	☐	☐	☐
07 - David S. Sutherland	☐	☐	☐	08 - Stephen R. Wilson	☐	☐	☐	09 - Paul G. Yovovich	☐	☐	☐

		For	Against	Abstain			For	Against	Abstain
2.	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	☐	☐	☐	3.	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 2019	☐	☐	☐

B Authorized Signatures This section must be completed for your vote to count. Please date and sign below.

Date (mm/dd/yyyy) Please print date below.
/ /

◾ 1 U P X

02ZV4F

Table of Contents

| Important notice regarding the internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.edocumentview.com/GATX q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION
IN THE ENCLOSED ENVELOPE. q |
| --- |
| GATX Corporation |

Notice of 2019 Annual Meeting of Shareholders

Proxy Solicited by Board of Directors for Annual Meeting April 29, 2019

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side.)

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GATX CORP Proxy Solicitation & Information Statement 2019

30891_psi_2019-03-18_cfec1afe-c3a2-44d4-9c23-c1fe594d64c0.zip

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GATX CORP — Proxy Solicitation & Information Statement 2019

30891_psi_2019-03-18_cfec1afe-c3a2-44d4-9c23-c1fe594d64c0.zip

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GATX CORP Proxy Solicitation & Information Statement 2019