Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On December 3, 2021, Brian A. Kenney, President and Chief Executive Officer,
notified the Board of Directors (the "Board") of GATX Corporation (the
"Company") of his decision to retire as an officer of the Company effective
April 22, 2022, following the Annual Meeting of Shareholders. It is expected
that Mr. Kenney will continue to serve on the Company's Board as non-executive
Chairman until October 31, 2022, at which time he intends to retire from the
Board. The Board will appoint an independent director to serve as Chair to take
effect on November 1, 2022. The press release announcing Mr. Kenney's retirement
is filed as Exhibit 99.1 to this Form 8-K.

Item 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On December 3, 2021, the Board appointed Robert C. Lyons, 57, to the position of
Chief Executive Officer and President, effective at the time of Mr. Kenney's
retirement on April 22, 2022. The Board intends to nominate Mr. Lyons for
election as a director at the 2022 Annual Meeting of Shareholders. Mr. Lyons
currently serves as the Company's Executive Vice President and President of its
Rail North America business. He previously served as the Company's Executive
Vice President and Chief Financial Officer from 2012 to 2018, Senior Vice
President and Chief Financial Officer from 2007 to 2012, and Vice President and
Chief Financial Officer from 2004 to 2007. He currently serves on the board of
directors of Packaging Corporation of America. The press release announcing the
appointment of Mr. Lyons as Chief Executive Officer and President is filed as
Exhibit 99.1 to this Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



Effective December 3, 2021, the Board amended and restated the Company's Amended
and Restated By-Laws (the "By-Laws") to remove language requiring that the
Chairman of the Board be an officer of the Company. The foregoing description is
qualified in its entirety by the By-Laws, which are attached hereto as Exhibit
3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



  (d) Exhibits
Exhibit No.                                                 Description
3.1                          Amended and Restated By-Laws of GATX

Corporation, as amended and restated


                           on December 3, 2021.
99.1                         GATX Corporation press release, issued

December 7, 2021, announcing the


                           resignation of Brian A. Kenney, President and

Chief Executive Officer, and


                           the appointment of Robert C. Lyons as CEO-Elect.
104                        Cover Page Interactive Data File (embedded

within the Inline XBRL document).

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